Exhibit 4-d
_______________________________________
___________ SUPPLEMENTAL INDENTURE
Dated as of ______________, 199_
Between
KANSAS CITY POWER & LIGHT COMPANY
and
THE FIRST NATIONAL BANK OF CHICAGO
_______________________________________
ARTICLE I DEFINITIONS
Section 1.1. Definition of Terms 2
Section 1.2. Interpretation 3
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE SUBORDINATED DEBENTURES
Section 2.1. Designation and Principal Amount 4
Section 2.2. Maturity 4
Section 2.3. Form and Payment 4
Section 2.4. Global Subordinated Debenture 4
Section 2.5. Interest 5
ARTICLE III
REDEMPTION OF THE SUBORDINATED DEBENTURES
Section 3.1. Tax Event Redemption 7
Section 3.2. Optional Redemption by Company 7
Section 3.3. No Sinking Fund 8
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
Section 4.1. Extension of Interest Payment
Period 8
Section 4.2. Notice of Extension 9
ARTICLE V
EXPENSES
Section 5.1. Payment of Expenses 10
ARTICLE VI
SUBORDINATION
Section 6.1. Agreement to Subordinate 11
Section 6.2. Default on Senior Indebtedness 11
Section 6.3. Liquidation; Dissolution;
Bankruptcy 12
Section 6.4. Subrogation 13
Section 6.5. Trustee to Effectuate Subordination 15
Section 6.6. Notice by the Company 15
Section 6.7. Rights of the Trustee; Holders of
Senior Indebtedness 16
Section 6.8. Subordination May Not Be Impaired 16
ARTICLE VII
COVENANT TO LIST ON EXCHANGE
Section 7.1. Listing on Exchange 17
ARTICLE VIII
FORM OF SUBORDINATED DEBENTURE
Section 8.1. Form of Subordinated Debenture 17
ARTICLE IX
ORIGINAL ISSUE OF SUBORDINATED DEBENTURES
Section 9.1. Original Issue of Subordinated
Debentures 27
ARTICLE X
MISCELLANEOUS
Section 10.1. Ratification of Indenture 27
Section 10.2. Trustee Not Responsible for
Recitals 27
Section 10.3. Governing Law 27
Section 10.4. Separability 28
Section 10.5. Counterparts 28
THIS ________ SUPPLEMENTAL INDENTURE, dated as of
___________, 199_ (the "________ Supplemental Indenture"),
between Kansas City Power & Light Company, a Missouri
corporation (the Company"), and The First National Bank of
Chicago, a national banking association, duly organized and
existing under the laws of the United States as trustee (the
Trustee") under the Indenture dated as of ___________, 199_
between the Company and the Trustee (the Indenture").
W I T N E S S E T H:
WHEREAS, the Company executed and delivered the
Indenture to the Trustee to provide for the future issuance
of the Company's unsecured subordinated debt securities, to
be issued from time to time in one or more series as might
be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authen
ticated and delivered as provided in the Indenture; and
WHEREAS, pursuant to the terms of the Indenture,
the Company desires to provide for the establishment of a
new series of its Debt Securities to be known as its ____%
Junior Subordinated Deferrable Interest Debentures due
____________, 203_ (the "Subordinated Debentures"), the form
and substance of which and the terms, provisions and
conditions thereof to be set forth as provided in the
Indenture and this ________ Supplemental Indenture; and
WHEREAS, KCPL Financing _, a Delaware statutory
business trust (the Trust"), has offered to the public $____
million aggregate stated liquidation amount of its Trust
Originated Preferred Securities (the Preferred Securities")
and has offered to the Company $____ million aggregate
stated liquidation amount of its Trust Originated Common
Securities (the Common Securities"), such Preferred
Securities and Common Securities representing undivided
beneficial interests in the assets of the Trust, and
proposes to invest the proceeds from such offering in
$___________ aggregate principal amount of the Subordinated
Debentures; and
WHEREAS, the Company has requested the Trustee to
execute and deliver this ________ Supplemental Indenture,
and all requirements necessary to make this ________
Supplemental Indenture a valid instrument, in accordance
with its terms, and to make the Subordinated Debentures,
when executed by the Company and authenticated and delivered
by the Trustee, the valid obligations of the Company, have
been performed, and the execution and delivery of this
________ Supplemental Indenture has been duly authorized in
all respects;
NOW, THEREFORE, in consideration of the purchase
and acceptance of the Subordinated Debentures by the holders
thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Subordinated
Debentures and the terms, provisions and conditions thereof,
the Company covenants and agrees with the Trustee as fol
lows:
ARTICLE I
DEFINITIONS
Section 1.1. Definition of Terms. Unless the
context otherwise requires, (a) a term defined in the
Indenture has the same meaning when used in this ________
Supplemental Indenture; (b) a term defined anywhere in this
________ Supplemental Indenture has the same meaning
throughout; and (c) the following terms have the meanings
given to them in the Declaration: (i) Clearing Agency; (ii)
Delaware Trustee; (iii) Redemption Tax Opinion;
(iv) Preferred Security Certificate; (v) Property Trustee;
(vi) Pro Rata; (vii) Regular Trustees; and (viii) Tax Event.
In addition, the following terms have the
following respective meanings:
Declaration:
The term "Declaration" shall mean the Amended and
Restated Declaration of Trust of KCPL Financing _, a
Delaware business trust, dated as of ____________, 1996.
Maturity Date:
The term "Maturity Date" shall mean the date on
which the Subordinated Debentures mature and on which the
principal shall be due and payable together with all accrued
and unpaid interest thereon including Compounded Interest
(as defined in Section 4.1) and Additional Interest (as
defined in Section 2.5(c)), if any.
Senior Indebtedness:
The term "Senior Indebtedness" shall mean (i) any
payment in respect of (A) indebtedness of the Company for
money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds, notes or other similar instruments issued
by the Company including, without limitation, indebtedness
evidenced by securities issued pursuant to the General
Mortgage Indenture and Deed of Trust dated as of December 1,
1986, from the Company to United Missouri Bank of Kansas
City, N.A., as trustee, as supplemented and amended from
time to time; and the Indentures dated as of April 1, 1991,
February 15, 1992, November 15, 1992, November 1, 1994 and
December 1, 1994, between the Company and The Bank of New
York, as trustee; (ii) all capital lease obligations of the
Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all of its
obligations under any title retention agreement (but
excluding trade accounts payable arising in the ordinary
course of business); (iv) all obligations of the Company for
reimbursement on any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction;
(v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons for the payment of which the
Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to
in clauses (i) through (v) of other Persons secured by any
lien on any property or asset of the Company (whether or not
such obligation is assumed by the Company), except for (1)
any such indebtedness that is by its terms subordinated to
or pari passu with the Subordinated Debentures, as the case
may be, including all other debt securities and guarantees
in respect of those debt securities, issued to any other
trusts, partnerships or any other entity affiliated with the
Company which is a financing vehicle of the Company
("Financing Entity") in connection with an issuance of
preferred securities by such Financing Entity or other
securities which rank pari passu with, or junior to, the
Preferred Securities, and (2) any indebtedness between or
among the Company and its Affiliates.
Section 1.2. Interpretation. Each definition in
this ________ Supplemental Indenture includes the singular
and the plural, and references to the neuter gender include
the masculine and feminine where appropriate. Terms which
relate to accounting matters shall be interpreted in
accordance with generally accepted accounting principles in
effect from time to time. References to any statute mean
such statute as amended at the time and include any
successor legislation. The word "or" is not exclusive, and
the words "herein," "hereof" and "hereunder" refer to this
________ Supplemental Indenture as a whole. The headings to
the Articles and Sections are for convenience of reference
and shall not affect the meaning or interpretation of this
________ Supplemental Indenture. References to Articles and
Sections mean the Articles and Sections of this ________
Supplemental Indenture unless otherwise specified.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE SUBORDINATED DEBENTURES
Section 2.1. Designation and Principal Amount.
There is hereby authorized a series of Debt Securities
designated the "_____% Junior Subordinated Deferrable
Interest Debentures due ______________, ____," limited in
aggregate principal amount to $___________, which amount
shall be as set forth in any written order of the Company
for the authentication and delivery of ________ pursuant to
Section 2.04 of the Indenture.
Section 2.2. Maturity. The Maturity Date will be
____________, ____, provided that the Company may at its
option change the Maturity Date to an earlier date not
earlier than __________, and shall give notice of any such
change to the Trustee not later than 120 days prior to such
changed Maturity Date, and give prompt notice of such change
to the holders of the Subordinated Debentures.
Section 2.3. Form and Payment. Except as
provided in Section 2.4, the Subordinated Debentures shall
be issued in fully registered certificated form without
interest coupons. Principal and interest on the
Subordinated Debentures issued in certificated form will be
payable, the transfer of such Subordinated Debentures will
be registrable and such Subordinated Debentures will be
exchangeable for Subordinated Debentures bearing identical
terms and provisions at the office or agency of the Trustee
in Chicago, Illinois, provided, however, that payment of
interest may be made at the option of the Company by check
mailed to the registered holder at such address as shall
appear in the Security Register. Notwithstanding the
foregoing, so long as the registered holder of any
Subordinated Debentures is the Property Trustee, the payment
of the principal of and interest (including Compounded
Interest and Additional Interest, if any) on such
Subordinated Debentures held by the Property Trustee will be
made at such place and to such account as may be designated
by the Property Trustee.
Section 2.4. Global Subordinated Debenture. In
connection with the dissolution of the Trust:
(a) the Subordinated Debentures in certificated
form may be presented to the Trustee by the Property
Trustee in exchange for a Global Security in an
aggregate principal amount equal to the aggregate
principal amount of the Subordinated Debentures so
presented, to be registered in the name of the
Depositary, or its nominee, and delivered by the
Trustee to the Depositary for crediting to the accounts
of its participants pursuant to the instructions of the
Regular Trustees. The Company, upon any such
presentation, shall execute a Global Security in such
aggregate principal amount and deliver the same to the
Trustee for authentication and delivery in accordance
with the Indenture and this ________ Supplemental
Indenture. Payments on the Subordinated Debentures
issued as a Global security will be made to the
Depositary; and
(b) if any Preferred Securities are held in non
book-entry certificated form, the Subordinated
Debentures in certificated form may be presented to the
Trustee by the Property Trustee and any Preferred
Security Certificate which represents Preferred
Securities other than Preferred Securities held by the
Clearing Agency or its nominee ("Non Book-Entry
Preferred Securities") will be deemed to represent
beneficial interests in Subordinated Debentures
presented to the Trustee by the Property Trustee having
an aggregate principal amount equal to the aggregate
stated liquidation amount of the Non Book-Entry Pre
ferred Securities until such Preferred Security
Certificates are presented to the Security Registrar
for transfer or reissuance at which time such Preferred
Security Certificates will be cancelled and a
Subordinated Debenture, registered in the name of the
holder of the Preferred Security Certificate or the
transferee of the holder of such Preferred Security
Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate stated
liquidation amount of the Preferred Security
Certificate cancelled, will be executed by the Company
and delivered to the Trustee for authentication and
delivery in accordance with the Indenture and this
________ Supplemental Indenture. On issue of such
Subordinated Debentures, Subordinated Debentures with
an equivalent aggregate principal amount that were
presented by the Property Trustee to the Trustee will
be deemed to have been cancelled.
Section 2.5. Interest.
(a) Each Subordinated Debenture will bear
interest at the rate of ____% per annum (the "Coupon Rate")
from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate, compounded
quarterly, payable (subject to the provisions of Article IV)
quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (each, an "Interest Payment Date"),
commencing on __________, 199_, to the Person in whose name
such Subordinated Debenture or any predecessor Subordinated
Debenture is registered, at the close of business on the
regular record date for such interest installment, which
shall be the close of business on the Business Day next
preceding that Interest Payment Date. If pursuant to the
provisions of Section 2.11(c) of the Indenture the
Subordinated Debentures are no longer represented by a
Global Security, the Company may select a regular record
date for such interest installment which shall be any date
at least fifteen days before an Interest Payment Date.
(b) The amount of interest payable for any period
will be computed on the basis of a 360-day year of twelve 30-
day months. In the event that any date on which interest is
payable on the Subordinated Debentures is not a Business
Day, then payment of 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
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The amount
of interest payable for any period shorter than a full
quarterly period for which interest is computed, will be
computed on the basis of the actual number of days elapsed
in such a 90-day quarter.
(c) If at any time while the Property Trustee is
the holder of any Subordinated Debentures, the Trust or the
Property Trustee is required to pay any taxes, duties,
assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States,
or any other taxing authority, then, in any case, the
Company will pay as additional interest ("Additional
Interest") on the Subordinated Debentures held by the
Property Trustee, such additional amounts as shall be
required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes,
duties, assessments or other governmental charges will be
equal to the amounts the Trust and the Property Trustee
would have received had no such taxes, duties, assessments
or other government charges been imposed.
ARTICLE III
REDEMPTION OF THE SUBORDINATED DEBENTURES
Section 3.1. Tax Event Redemption. If a Tax
Event has occurred and is continuing and the Company has
received a Redemption Tax Opinion, then, notwithstanding
Section 3.2(a) but subject to Section 3.2(b), the Company
shall have the right upon not less than 30 days' nor more
than 60 days' notice to the registered holders of the
Subordinated Debentures to redeem the Subordinated
Debentures, in whole or in part, for cash within 90 days
following the occurrence of such Tax Event (the "90 Day
Period") at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption (the
"Redemption Price") provided that, if at the time there is
available to the Company the opportunity to eliminate,
within the 90 Day Period, the Tax Event by taking some
ministerial action ("Ministerial Action"), such as filing a
form or making an election, or pursuing some other similar
reasonable measure that has no adverse effect on the
Company, the Trust or the Holders of the Trust Securities
issued by the Trust, the Company shall pursue such
Ministerial Action in lieu of redemption; and provided
further, that the Company shall have no right to redeem the
Subordinated Debentures while the Trust is pursuing any
Ministerial Action pursuant to its obligations under the
Declaration. The Redemption Price shall be paid prior to
12:00 noon, New York time, on the date of such redemption or
at such earlier time as the Company determines and specifies
in the notice of redemption, provided the Company shall
deposit with the Trustee an amount sufficient to pay the
Special Redemption Price by 11:00 a.m. on the date such
Redemption Price is to be paid.
Section 3.2. Optional Redemption by Company.
(a) Subject to the provisions of Article III of
the Indenture and to Section 3.2(b), the Company shall have
the right to redeem the Subordinated Debentures, in whole or
in part, from time to time, on or after _________, ___, at
the Redemption Price. Any redemption pursuant to this
paragraph will be made upon not less than 30 days' nor more
than 60 days' notice to the registered holder of the
Subordinated Debentures, at the Redemption Price. If the
Subordinated Debentures are only partially redeemed pursuant
to this Section 3.2, the Subordinated Debentures will be
redeemed pro rata or by lot or by any other method utilized
by the Trustee; provided, that if at the time of redemption,
the Subordinated Debentures are registered as a Global
Security, the Depositary shall determine by lot the
principal amount of such Subordinated Debentures held by
each holder to be redeemed. The Redemption Price shall be
paid prior to 12:00 noon, New York time, on the date of such
redemption or at such earlier time as the Company determines
and specifies in the notice of redemption, provided the
Company shall deposit with the Trustee an amount sufficient
to pay the Redemption Price by 11:00 a.m. on the date such
Redemption Price is to be paid.
(b) If a partial redemption of the Subordinated
Debentures would result in the delisting of the Preferred
Securities issued by the Trust from any national securities
exchange or other organization on which the Preferred Secu
rities are then listed, the Company shall not be permitted
to effect such partial redemption and may only redeem the
Subordinated Debentures in whole.
Section 3.3. No Sinking Fund. The Subordinated
Debentures are not entitled to the benefit of any sinking
fund.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
Section 4.1. Extension of Interest Payment
Period. The Company shall have the right, at any time and
from time to time during the term of the Subordinated
Debentures, to extend the interest payment period of such
Subordinated Debentures for up to twenty (20) consecutive
quarters (the "Extended Interest Payment Period"); provided,
that, during any such Extended Interest Payment Period,
(a) the Company may not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any
of its capital stock (other than (i) purchases or
acquisitions of shares of Company common stock in connection
with the satisfaction by the Company of its obligations
under any employee benefit plans or any other contractual
obligation of the Company (other than a contractual
obligation ranking pari passu with or junior to the
Subordinated Debentures), (ii) as a result of a
reclassification of Company capital stock or the exchange or
conversion of one class or series of Company capital stock
for another class or series of Company capital stock or
(iii) the purchase of fractional interests in shares of
Company capital stock pursuant to the conversion or exchange
provisions of such Company capital stock or the security
being converted or exchanged), (b) the Company may not make
any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities (including
guarantees) issued by the Company which rank pari passu with
or junior to the Subordinated Debentures to which such
Extended Interest Payment Period applies and (c) the Company
may not make any guarantee payments with respect to the
foregoing (other than pursuant to the Preferred Securities
Guarantee). To the extent permitted by applicable law,
interest, the payment of which has been deferred because of
the extension of the interest payment period pursuant to
this Section 4.1, will bear interest compounded quarterly at
the Coupon Rate for each quarter of the Extended Interest
Payment Period ("Compounded Interest"). At the end of the
Extended Interest Payment Period, the Company shall pay all
interest accrued and unpaid on the Subordinated Debentures,
including any Compounded Interest and Additional Interest
("Deferred Interest") which shall be payable to the holders
of the Subordinated Debentures in whose names the
Subordinated Debentures are registered in the Security
Register on the first record date after the end of the
Extended Interest Payment Period. Prior to the termination
of any Extended Interest Payment Period, the Company may
further extend such period, provided that such period
together with all such further extensions thereof shall not
exceed twenty (20) consecutive quarters or extend beyond the
maturity of the Subordinated Debentures. Upon the
termination of any Extended Interest Payment Period and upon
the payment of all Deferred Interest then due, the Company
may select a new Extended Interest Payment Period, subject
to the foregoing requirements. No interest shall be due and
payable during an Extended Interest Payment Period, except
at the end thereof.
Section 4.2. Notice of Extension.
(a) If the Property Trustee is the only regis
tered holder of the Subordinated Debentures at the time the
Company selects an Extended Interest Payment Period, the
Company shall give written notice to both the Regular
Trustees and the Property Trustee of its selection of such
Extended Interest Payment Period one Business Day before the
earlier of (i) the next succeeding date on which Distri
butions on the Trust Securities issued by the Trust are
payable, or (ii) the date the Trust is required to give
notice of the record or payment date for such Distributions
to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Preferred
Securities issued by the Trust, but in any event at least
one Business Day before such record date.
(b) If the Property Trustee is not the only
holder of the Subordinated Debentures at the time the Com
pany selects an Extended Interest Payment Period, the
Company shall give the holders of the Subordinated
Debentures and the Trustee written notice of its selection
of such Extended Interest Payment Period ten (10) Business
Days before the earlier of (i) the next succeeding Interest
Payment Date, or (ii) the date the Company is required to
give notice of the record or payment date of such interest
payment to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the
Subordinated Debentures, but in any event at least two
Business Days before such record date.
(c) The quarter in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 4.2 shall
be counted as one of the twenty quarters permitted in the
maximum Extended Interest Payment Period permitted under
Section 4.1.
ARTICLE V
EXPENSES
Section 5.1. Payment of Expenses. In connection
with the offering, sale and issuance of the Subordinated
Debentures to the Property Trustee in connection with the
sale of the Trust Securities by the Trust, the Company
shall:
(a) pay all costs and expenses relating to the
offering, sale and issuance of the Subordinated
Debentures, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and
compensation of the Trustee under the Indenture in
accordance with the provisions of Section 7.06 of the
Indenture;
(b) pay all costs and expenses of the Trust
(including, but not limited to, costs and expenses
relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (in
cluding commissions to the underwriters in connection
therewith), the fees and expenses of the Property
Trustee and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust,
including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel
and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the
acquisition, financing, and disposition of Trust
assets); and
(c) pay any and all taxes (other than United
States withholding taxes attributable to the Trust or
its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.
ARTICLE VI
SUBORDINATION
Section 6.1. Agreement to Subordinate. The
Company covenants and agrees, and each holder of
Subordinated Debentures issued hereunder by such holder's
acceptance thereof likewise covenants and agrees, that all
Subordinated Debentures shall be issued subject to the
provisions of this Article VI; and each holder of a
Subordinated Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be
bound by such provisions.
The payment by the Company of the principal of,
premium, if any, and interest on all Subordinated Debentures
issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right
of payment to the prior payment in full of all Senior
Indebtedness of the Company, whether outstanding at the date
of this ________ Supplemental Indenture or thereafter
incurred.
No provision of this Article VI shall prevent the
occurrence of any default or Event of Default hereunder.
Section 6.2. Default on Senior Indebtedness. In
the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or
any other payment due on any Senior Indebtedness of the
Company, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of
a default, then, in either case, no payment shall be made by
the Company with respect to the principal (including
redemption and sinking fund payments) of, or premium, if
any, or interest on the Subordinated Debentures.
In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee or any holder
of Subordinated Debentures when such payment is prohibited
by the preceding paragraph of this Section 6.2, such payment
shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Indebtedness or
their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that
the holders of the Senior Indebtedness (or their representa
tive or representatives or a trustee) notify the Trustee
within 90 days of such payment of the amounts then due and
owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.
Section 6.3. Liquidation; Dissolution; Bank
ruptcy. Upon any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in
cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings,
all amounts due upon all Senior Indebtedness of the Company
shall first be paid in full, or payment thereof provided for
in money in accordance with its terms, before any payment is
made by the Company on account of the principal (and
premium, if any) or interest on the Subordinated Debentures;
and upon any such dissolution or winding-up or liquidation
or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which
the holders of the Subordinated Debentures or the Trustee
would be entitled to receive from the Company, except for
the provisions of this Article VI, shall be paid by the
Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such
payment or distribution, or by the holders of the
Subordinated Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders
of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the respective amounts of Senior
Indebtedness held by such holders, as calculated by the
Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior
Indebtedness in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to
or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders of
Subordinated Debentures or to the Trustee.
In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the
Trustee or the holders of the Subordinated Debentures before
all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance
with its terms, such payment or distribution shall be held
in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or
their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of
all Senior Indebtedness of the Company remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full
in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the
benefit of the holders of such Senior Indebtedness.
For purposes of this Article VI, the words "cash,
property or securities" shall not be deemed to include
shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent
provided in this Article VI with respect to the Subordinated
Debentures to the payment of all Senior Indebtedness of the
Company that may at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or
transfer of its property as an entirety, or substantially as
an entirety, to another corporation upon the terms and
conditions provided for in Article X of the Indenture shall
not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 6.3 if such
other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions
stated in Article X of the Indenture. Nothing in Section
6.2 or in this Section 6.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06
of the Indenture.
Section 6.4. Subrogation. Subject to the payment
in full of all Senior Indebtedness of the Company, the
rights of the holders of the Subordinated Debentures shall
be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to such
Senior Indebtedness until the principal of (and premium, if
any) and interest on the Subordinated Debentures shall be
paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which
the holders of the Subordinated Debentures or the Trustee
would be entitled except for the provisions of this Article
VI, and no payment over pursuant to the provisions of this
Article VI, to or for the benefit of the holders of such
Senior Indebtedness by holders of the Subordinated
Debentures or the Trustee, shall, as between the Company,
its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Subordinated Debentures
be deemed to be a payment by the Company to or on account of
such Senior Indebtedness. It is understood that the
provisions of this Article VI are and are intended solely
for the purposes of defining the relative rights of the
holders of the Subordinated Debentures, on the one hand, and
the holders of such Senior Indebtedness on the other hand.
Nothing contained in this Article VI or elsewhere
in this Indenture or in the Subordinated Debentures is
intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of
the Company, and the holders of the Subordinated Debentures,
the obligation of the Company which is absolute and
unconditional, to pay to the holders of the Subordinated
Debentures the principal of (and premium, if any) and
interest on the Subordinated Debentures as and when the same
shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the
holders of the Subordinated Debentures and creditors of the
Company, other than the holders of Senior Indebtedness of
the Company, nor shall anything herein or therein prevent
the Trustee or the holder of any Subordinated Debenture from
exercising all remedies otherwise permitted by applicable
law upon default under the Indenture, subject to the rights,
if any, under this Article VI of the holders of such Senior
Indebtedness in respect of cash, property or securities of
the Company, received upon the exercise of any such remedy.
Upon any payment or distribution of assets of the
Company referred to in this Article VI, the Trustee, subject
to the provisions of Section 7.01 of the Indenture, and the
holders of the Subordinated Debentures, shall be entitled to
rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the
holders of the Subordinated Debentures, for the purposes of
ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article VI.
Section 6.5. Trustee to Effectuate Subordination.
Each holder of a Subordinated Debenture by such holder's
acceptance thereof authorizes and directs the Trustee on
such holder's behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in
this Article VI and appoints the Trustee such holder's
attorney-in-fact for any and all such purposes.
Section 6.6. Notice by the Company. The Company
shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would
prohibit the making of any payment of monies to or by the
Trustee in respect of the Subordinated Debentures pursuant
to the provisions of this Article VI. Notwithstanding the
provisions of this Article VI or any other provision of the
Indenture and this ________ Supplemental Indenture, the
Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment
of monies to or by the Trustee in respect of the
Subordinated Debentures pursuant to the provisions of this
Article VI unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at the
Principal Office of the Trustee from the Company or a holder
or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.01 of
the Indenture, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in
this Section 6.6 at least two Business Days prior to the
date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest
on any Subordinated Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to
apply the same to the purposes for which they were received,
and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such
date.
The Trustee, subject to the provisions of Section
7.01 of the Indenture, shall be entitled to rely on the
delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness of the Company
(or a trustee on behalf of such holder) to establish that
such notice has been given by a holder of such Senior
indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the
right of any Person as a holder of such Senior Indebtedness
to participate in any payment or distribution pursuant to
this Article VI, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this
Article VI, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to
receive such payment.
Section 6.7. Rights of the Trustee; Holders of
Senior Indebtedness. The Trustee in its individual capacity
shall be entitled to all the rights set forth in this
Article VI in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.
With respect to the holders of Senior Indebtedness
of the Company, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are
specifically set forth in this Article VI, and no implied
covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 7.01
of the Indenture, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or
deliver to holders of Subordinated Debentures, the Company
or any other Person money or assets to which any holder of
such Senior Indebtedness shall be entitled by virtue of this
Article VI or otherwise.
Section 6.8. Subordination May Not Be Impaired.
No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as
herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Company with
the terms, provisions and covenants of the Indenture,
regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.
Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness of
the Company may, at any time and from time to time, without
the consent of or notice to the Trustee or the holders of
the Subordinated Debentures, without incurring
responsibility to the holders of the Subordinated Debentures
and without impairing or releasing the subordination
provided in this Article VI or the obligations hereunder of
the holders of the Subordinated Debentures to the holders of
such Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any
manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such
Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other
Person.
ARTICLE VII
COVENANT TO LIST ON EXCHANGE
Section 7.1. Listing on Exchange. If the
Subordinated Debentures are to be issued as a Global
Security in connection with the distribution of the
Subordinated Debentures to the holders of the Preferred
Securities issued by the Trust upon the dissolution of the
Trust, the Company will use its best efforts to list such
Subordinated Debentures on the New York Stock Exchange or on
such other exchange as the Preferred Securities are then
listed.
ARTICLE VIII
FORM OF SUBORDINATED DEBENTURE
Section 8.1. Form of Subordinated Debenture. The
Subordinated Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be
substantially in the following forms:
(FORM OF FACE OF SUBORDINATED DEBENTURE)
[IF THE SUBORDINATED DEBENTURE IS TO BE A GLOBAL
SECURITY, INSERT: This Subordinated Debenture is a Global
Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or
a nominee of a Depositary. This Subordinated Debenture is
exchangeable for Subordinated Debentures registered in the
name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Inden
ture, and no transfer of this Subordinated Debenture (other
than a transfer of this Subordinated Debenture as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in
limited circumstances.
Unless this Subordinated Debenture is presented by
an authorized representative of The Depository Trust Company
(55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its
agent for registration of transfer, exchange or payment, and
any Subordinated Debenture issued is registered in the name
of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company
and any payment hereon is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]
No. $
CUSIP No.
KANSAS CITY POWER & LIGHT COMPANY
_____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
DUE ____________, 20__
KANSAS CITY POWER & LIGHT COMPANY, a Missouri
corporation (the "Company", which term includes any suc
cessor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _______
or registered assigns, the principal sum of ____________
Dollars on ____________, 20__, or such earlier date
established by the Company not earlier than ______________,
and to pay interest on said principal sum from ____________,
____ 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,
________, ____, at the rate of ____% per annum until the
principal hereof shall have become due and payable, and on
any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest
is enforceable under applicable law) on any overdue
installment of interest compounded quarterly at the same
rate per annum. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any
date on which interest is payable on this Subordinated
Debenture is not a Business Day, then payment of 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 succeeding calendar year, such
payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made
on such date. 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 Subordinated Debenture (or one
or more Predecessor Securities, as defined in said
Indenture) is registered at the close of business on the
regular record date for such interest installment [which
shall be the close of business on the Business Day next
preceding such Interest Payment Date.] [IF PURSUANT TO THE
PROVISIONS OF Section 2.11(C) OF THE INDENTURE THE
SUBORDINATED DEBENTURES ARE NO LONGER REPRESENTED BY A
GLOBAL SECURITY -- which shall be the close of business on
the ________ day preceding such Interest Payment Date.] Any
such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holders on such regular record date, and may be
paid to the Person in whose name this Subordinated Debenture
(or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by
the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered holders of
this series of Subordinated Debentures not less than ten
(10) days prior to such special record date, or may be paid
at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Subordinated Debentures may be listed, and upon such notice
as may be required by such exchange, all as more fully
provided in the Indenture. The principal of (and premium,
if any) and the interest on this Subordinated Debenture
shall be payable at the office or agency of the Trustee
maintained for that purpose in Chicago, Illinois, in any
coin or currency of the United States of America which at
the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of
interest may be made at the option of the Company by check
mailed to the registered holder at such address as shall
appear in the Security Register. Notwithstanding the
foregoing, so long as the holder of this Subordinated
Debenture is the Property Trustee, the payment of the
principal of (and premium, if any) and interest on this
Subordinated Debenture will be made at such place and to
such account as may be designated by the Property Trustee.
The indebtedness evidenced by this Subordinated
Debenture is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this
Subordinated Debenture is issued subject to the provisions
of the Indenture with respect thereto. Each holder of this
Subordinated Debenture, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and
directs the Trustee on behalf of such holder to take such
action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints
the Trustee the attorney-in-fact of such holder for any and
all such purposes. Each holder hereof, by acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by
each such holder upon said provisions.
This Subordinated Debenture shall not be entitled
to any benefit under the Indenture hereinafter referred to,
be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed
by or on behalf of the Trustee.
Unless the Certificate of Authentication hereon
has been executed by the Trustee referred to on the reverse
side hereof, this Subordinated Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
The provisions of this Subordinated Debenture are
continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed.
Dated
KANSAS CITY POWER & LIGHT COMPANY
By
[Title]
Attest:
By
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Debentures of the
series of Subordinated Debentures described in the within-
mentioned Indenture.
THE FIRST NATIONAL BANK _______________________
OF CHICAGO, as Authentication Agent
Not in Its Individual
Capacity But Solely
as Trustee
By By
Authorized Signatory Authorized Signatory
(FORM OF REVERSE OF SUBORDINATED DEBENTURE)
This Subordinated Debenture is one of a duly
authorized series of Subordinated Debentures of the Company
(herein sometimes referred to as the "Subordinated
Debentures"), specified in the Indenture, all issued or to
be issued in one or more series under and pursuant to an
Indenture dated as of ______, 199_, duly executed and
delivered between the Company and The First National Bank of
Chicago, not in its individual capacity but solely as
trustee (the "Trustee"), as supplemented by the ________
Supplemental Indenture dated as of ____________, 199_
between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Subordinated
Debentures. By the terms of the Indenture, the Subordinated
Debentures are issuable in series which may vary as to
amount, date of maturity, rate of interest and in other
respects as in the Indenture provided. This series of
Subordinated Debentures is limited in aggregate principal
amount as specified in said ________ Supplemental Indenture.
Upon the occurrence and continuation of a Tax
Event, in certain circumstances this Subordinated Debenture
will become due and payable at the principal amount together
with any interest accrued thereon (the "Redemption Price").
The Redemption Price shall be paid prior to 12:00 noon, New
York time, on the date of such redemption or at such earlier
time as the Company determines. The Company shall have the
right to redeem this Subordinated Debenture at the option of
the Company, without premium or penalty, in whole or in part
at any time on or after ____________, ____ (an "Optional
Redemption"), at the Redemption Price. Any Optional
Redemption pursuant to this paragraph will be made upon not
less than 30 days' nor more than 60 days' notice, at the
Redemption Price. If the Subordinated Debentures are only
partially redeemed by the Company pursuant to an Optional
Redemption, the Subordinated Debentures will be redeemed pro
rata or by lot or by any other method utilized by the
Trustee; provided that if at the time of redemption, the
Subordinated Debentures are registered as a Global Security,
the Depositary shall determine by lot the principal amount
of such Subordinated Debentures held by each holder to be
redeemed.
In the event of redemption of this Subordinated
Debenture in part only, a new Subordinated Debenture or
Subordinated Debentures of this series for the unredeemed
portion hereof will be issued in the name of the holder
hereof upon the cancellation hereof.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the princi
pal of all of the Subordinated Debentures may be declared,
and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of
the Subordinated Debentures of each series affected at the
time Outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the
holders of the Subordinated Debentures; provided, however,
that no such supplemental indenture shall (i) extend the
fixed maturity of any Subordinated Debentures of any series,
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, without the
consent of the holder of each Subordinated Debenture so
affected or (ii) reduce the aforesaid percentage of
Subordinated Debentures, the holders of which are required
to consent to any such supplemental indenture, without the
consent of the holders of each Subordinated Debenture then
outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Subordinated Debentures of
any series at the time outstanding affected thereby, on
behalf of all of the holders of the Subordinated Debentures
of such series, to waive any past default in the performance
of any of the covenants contained in the Indenture, or
established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest
on any of the Subordinated Debentures of such series. Any
such consent or waiver by the registered holder of this
Subordinated Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Subordinated
Debenture and of any Subordinated Debenture issued in
exchange herefor or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not
any notation of such consent or waiver is made upon this
Subordinated Debenture.
No reference herein to the Indenture and no provi
sion of this Subordinated Debenture or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Subordinated Debenture
at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time
during the term of the Subordinated Debentures, from time to
time to extend the interest payment period of such
Subordinated Debentures for up to twenty (20) consecutive
quarters (an "Extended Interest Payment Period"), at the end
of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the
rate specified for the Subordinated Debentures to the extent
that payment of such interest is enforceable under
applicable law). Before the termination of any such
Extended Interest Payment Period, the Company may further
extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such
further extensions thereof shall not exceed twenty (20)
consecutive quarters or extend beyond the maturity of the
Subordinated Debentures. At the termination of any such
Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amounts then
due, the Company may select a new Extended Interest Payment
Period.
As provided in the Indenture and subject to
certain limitations therein set forth, this Subordinated
Debenture is transferable by the registered holder hereof on
the Security Register of the Company, upon surrender of this
Subordinated Debenture for registration of transfer at the
office or agency of the Trustee in Chicago, Illinois,
accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee
duly executed by the registered holder hereof or the
attorney of such holder duly authorized in writing, and
thereupon one or more new Subordinated Debentures of
authorized denominations and for the same aggregate
principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made
for any such transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.
Prior to due presentment for registration of trans
fer of this Subordinated Debenture, the Company, the
Trustee, any paying agent and any Security Registrar may
deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Subordinated Debenture
shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on
account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Subordinated Debenture,
or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or of any
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 being, by the acceptance hereof and as part
of the consideration for the issuance hereof, expressly
waived and released.
[The Subordinated Debentures of this series are
issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.]
[This Global Security is exchangeable for Subordinated
Debentures in definitive form only under certain limited
circumstances set forth in the Indenture. Subordinated
Debentures of this series so issued are issuable only in
registered form without coupons in denominations of $25 and
any integral multiple thereof.] As provided in the Indenture
and subject to certain limitations [herein and] therein set
forth, Subordinated Debentures of this series [so issued]
are exchangeable for a like aggregate principal amount of
Subordinated Debentures of this series of a different
authorized denomination, as requested by the holder xxxxxx
xxxxxx the same.
All terms used in this Subordinated Debenture
which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
ARTICLE IX
ORIGINAL ISSUE OF SUBORDINATED DEBENTURES
Section 9.1. Original Issue of Subordinated
Debentures. Subordinated Debentures in the aggregate
principal amount of $___________ may, upon execution of this
________ Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said
Subordinated Debentures to or upon the written order of the
Company, signed by its Chairman, its President, or any Vice
President and its Treasurer or an Assistant Treasurer,
without any further action by the Company.
ARTICLE X
MISCELLANEOUS
Section 10.1. Ratification of Indenture. The
Indenture, as supplemented by this ________ Supplemental
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 10.2. Trustee Not Responsible for
Recitals. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of
this ________ Supplemental Indenture.
Section 10.3. Governing Law. This ________
Supplemental Indenture and each Subordinated Debenture shall
be deemed to be a contract made under the internal laws of
the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.
Section 10.4. Separability. In case any one or
more of the provisions contained in this ________
Supplemental Indenture or in the Subordinated Debentures
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of
this ________ Supplemental Indenture or of the Subordinated
Debentures, but this ________ Supplemental Indenture and the
Subordinated Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been
contained herein or therein.
Section 10.5. 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.
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.
KANSAS CITY POWER & LIGHT COMPANY
By:_______________________________
Name:
Title:
[Corporate Seal]
Attest:
Secretary
THE FIRST NATIONAL BANK OF CHICAGO,
not in its individual capacity
but solely as Trustee
By:_______________________________
Title:
Name:
[Corporate Seal]
Attest:
Title:
STATE OF MISSOURI )
COUNTY OF XXXXXXX ) ss:
On the day of ________, 199_, before me
personally came ________________, to me known, who, being by
me duly sworn, did depose and say that he is a
______________ of KANSAS CITY POWER & LIGHT COMPANY, one of
the corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
NOTARY PUBLIC
[seal] Commission expires
STATE OF ILLINOIS )
COUNTY OF XXXX ):
On the day of _________, 199_, before me
personally came ____________, to me known, who, being by me
duly sworn, did depose and say that he is the
____________________ of THE FIRST NATIONAL BANK OF CHICAGO,
one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
NOTARY PUBLIC
[seal] Commission expires
