EXHIBIT 4(e)
ARKANSAS POWER & LIGHT COMPANY
TO
BANKERS TRUST COMPANY
(successor to Xxxxxx Guaranty Trust Company of New York)
AND
XXXXXXX XXXX
(successor to Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxxxxx and Grainger X. Xxxxxx)
AND
(as to property, real or personal, situated or being in Missouri)
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
(successor to Xxxxxx X. Xxxxxxx)
As Trustees under Arkansas Power & Light Company's Mortgage and
Deed of Trust, dated as of October 1, 1944
____________________________
SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, _______________ Series _____
(________ Series)
____________________________
Dated as of _________, 199_
SUPPLEMENTAL INDENTURE
INDENTURE, dated as of _________________ , 199_, between
ARKANSAS POWER & LIGHT COMPANY, a corporation of the State of
Arkansas, whose post office address is 000 Xxxx Xxxxxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000 (hereinafter sometimes called the
"Company"), and BANKERS TRUST COMPANY (successor to Xxxxxx
Guaranty Trust Company of New York), a corporation of the State
of New York, whose post office address is 0 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the "Corporate
Trustee"), and XXXXXXX XXXX (successor to Xxxx X. Xxxxxxxx, Xxxxx
X. Xxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxxxx X. Xxxxxx), and (as
to property, real or personal, situated or being in Missouri) THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking
association existing under the laws of the United States of
America (successor to Xxxxxx X. Xxxxxxx), whose post office
address is 000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, (said
Xxxxxxx Xxxx being hereinafter sometimes called the "Co-Trustee",
and The Boatmen's National Bank of St. Louis being hereinafter
sometimes called the "Missouri Co-Trustee", and the Corporate
Trustee, the Co-Trustee and the Missouri Co-Trustee being
hereinafter together sometimes called the "Trustees"), as
Trustees under the Mortgage and Deed of Trust, dated as of
October 1, 1944 (hereinafter sometimes called the "Mortgage"),
which Mortgage was executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, reference to
which Mortgage is hereby made, this indenture (hereinafter called
the "_____________ Supplemental Indenture") being supplemental
thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Xxxxxxx X. Xxxxxxxxx as Co-
Trustee in succession to Xxxxx X. Xxxxx (resigned) under the
Mortgage, and by Xxxxxxx X. Xxxxxxxxx accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger X. Xxxxxx as Co-
Trustee in succession to Xxxxxxx X. Xxxxxxxxx (resigned) under
the Mortgage, and by Grainger X. Xxxxxx accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed Xxxx
X. Xxxxxxxx as Co-Trustee in succession to Grainger X. Xxxxxx
(resigned) under the Mortgage, and Xxxx X. Xxxxxxxx accepted said
appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Xxxxxx X. Xxxxxxx as Missouri Co-Trustee, and Xxxxxx X. Xxxxxxx
accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Xxxxxx X. Xxxxxxx (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and
WHEREAS, an instrument, dated ________________, was executed
by the Company appointing Bankers Trust Company as Trustee, and
Xxxxxxx Xxxx as Co-Trustee in succession to Xxxxxx Guaranty Trust
Company of New York (resigned) and Xxxx X. Xxxxxxxx (resigned),
respectively, under the Mortgage and Bankers Trust Company and
Xxxxxxx Xxxx accepted said appointments, and said instrument was
appropriately filed or recorded in various official records in
the States of Arkansas, Missouri, Tennessee and Wyoming; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Designation Dated as of
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Designation Dated as of
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
Fifty-second Supplemental Indenture June 15, 1994
[Here will be inserted additional executed supplemental indentures.]
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3 1/8% Series due 1974 $ 30,000,000 None
2 7/8% Series due 1977 11,000,000 None
3 1/8% Series due 1978 7,500,000 None
2 7/8% Series due 1979 8,700,000 None
2 7/8% Series due 1980 6,000,000 None
3 5/8% Series due 1981 8,000,000 None
3 1/2% Series due 1982 15,000,000 None
4 1/4% Series due 1983 18,000,000 None
3 1/4% Series due 1984 7,500,000 None
3 3/8% Series due 1985 18,000,000 None
5 5/8% Series due 1989 15,000,000 None
4 7/8% Series due 1991 12,000,000 None
4 3/8% Series due 1993 15,000,000 None
4 5/8% Series due 1995 25,000,000 None
5 3/4% Series due 1996 25,000,000 $25,000,000
5 7/8% Series due 1997 30,000,000 30,000,000
7 3/8% Series due 1998 15,000,000 15,000,000
9 1/4% Series due 1999 25,000,000 None
9 5/8% Series due 2000 25,000,000 None
7 5/8% Series due 2001 $30,000,000 None
Principal Principal
Amount Amount
Series Issued Outstanding
8% Series due August 1, 2001 30,000,000 None
7 3/4% Series due 2002 35,000,000 None
7 1/2% Series due December 1, 2002 15,000,000 None
8 % Series due 2003 40,000,000 None
8 1/8% Series due December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
9 1/4% Series due November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
9 1/8% Series due December 1, 2007 75,000,000 None
9 7/8% Series due July 1, 2008 75,000,000 None
10 1/4% Series due February 1, 2009 60,000,000 None
16 1/8% Series due December 1, 1986 70,000,000 None
4 1/2% Series due September 1, 1983 1,202,000 None
5 1/2% Series due January 1, 1988 598,310 None
5 5/8% Series due May 1, 1990 1,400,000 None
6 1/4% Series due December 1, 1996 3,560,000 960,000
9 3/4% Series due September 1, 2000 4,600,000 2,200,000
8 3/4% Series due March 1, 1998 9,800,000 4,200,000
17 3/8% Series due August 1, 1988 75,000,000 None
16 1/2% Series due February 1, 1991 80,000,000 None
13 3/8% Series due December 1, 2012 75,000,000 None
13 1/4% Series due February 1, 2013 25,000,000 None
14 1/8% Series due December 1, 2014 100,000,000 None
Pollution Control Series A 128,800,000 128,800,000
10 1/4% Series due July 1, 2016 50,000,000 None
9 3/4% Series due July 1, 2019 75,000,000 75,000,000
10 % Series due February 1, 2020 150,000,000 150,000,000
10 3/8% Series due October 1, 2020 175,000,000 23,818,000
Solid Waste Disposal Series A 21,066,667 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
7 1/2% Series due August 1, 2007 100,000,000 100,000,000
7.90% Series due November 1, 2002 25,000,000 25,000,000
8.70% Series due November 1, 2022 25,000,000 25,000,000
Pollution Control Series B 46,875,000 46,875,000
6.65% Series due August 1, 2005 115,000,000 115,000,000
6% Series due October 1, 2003 155,000,000 155,000,000
7% Series due October 1, 1023 175,000,000 175,000,000
Principal Principal
Amount Amount
Series Issued Outstanding
Pollution Control Series C 20,319,000 20,319,000
Pollution Control Series D 9,586,400 9,586,400
[Here will be inserted additional outstanding series.]
which bonds are also hereinafter sometimes called bonds of the
First through ____________________ Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create _________ new
series of bonds and (pursuant to the provisions of Section 120 of
the Mortgage) to add to its covenants and agreements contained in
the Mortgage, as heretofore supplemented, certain other covenants
and agreements to be observed by it and to alter and amend in
certain respects the covenants and provisions contained in the
Mortgage, as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
________________ Supplemental Indenture, and the terms of the
bonds of the ___________ Series, hereinafter referred to, have
been duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One
Dollar to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustees and in order further to secure
the payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any instruments
supplemental thereto and any modifications made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages,
hypothecates, affects, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto The Boatmen's National Bank of St. Louis (as to
property, real or personal, situated or being in Missouri) and
Xxxxxxx Xxxx (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) to
Bankers Trust Company, as Trustees under the Mortgage, and to
their successor or successors in said trust, and to them and
their successors and assigns forever, all property, real,
personal or mixed, of any kind or nature acquired by the Company
after the date of the execution and delivery of the Mortgage
(except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this __________
Supplemental Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all street and interurban railway and transportation
lines and systems, terminal systems and facilities; all bridges,
culverts, tracks, railways, sidings, spurs, wyes, roadbeds,
trestles and viaducts; all overground and underground trolleys
and feeder wires; all telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, ice or
refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof, all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators,
meters, transformers, generators, motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires,
cables, tools, implements, apparatus, furniture and chattels; all
municipal and other franchises, consents or permits; all lines
for the transmission and distribution of electric current, gas,
steam heat or water for any purpose including towers, poles,
wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage,
as heretofore supplemented, expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in
the Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as 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.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this ____________
Supplemental Indenture and from the lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in
the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any street cars, rolling stock,
trolley coaches, motor coaches, buses, automobiles or other
vehicles or aircraft, and fuel, oil and similar materials and
supplies consumable in the operation of any properties of the
Company; street cars, rolling stock, trolley coaches, motor
coaches, buses, automobiles and other vehicles and all aircraft;
(3) bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as
heretofore supplemented, or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the lien
of the Mortgage; (5) electric energy, gas, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) the Company's franchise to be a
corporation; (7) the properties heretofore sold or in the process
of being sold by the Company and heretofore released from the
Mortgage and Deed of Trust dated as of October 1, 1926 from
Arkansas Power & Light Company to Guaranty Trust Company of New
York, trustee, and specifically described in a release instrument
executed by Guaranty Trust Company of New York, as trustee, dated
October 13, 1938, which release has heretofore been delivered by
the said trustee to the Company and recorded by the Company in
the office of the Recorder for Garland County, Arkansas, in
Record Book 227, Page 1, all of said properties being located in
Garland County, Arkansas; and (8) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage, as heretofore supplemented, and this
_________ Supplemental Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that any or all of the
Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto The Boatmen's National Bank of St. Louis (as to property,
real or personal, situated or being in Missouri), and unto
Xxxxxxx Xxxx (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) unto
Bankers Trust Company, as Trustees, and their successors and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Supplemental
Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and
Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in
and conveyed to said Trustees, by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:
ARTICLE I
SERIES OF BONDS
SECTION 1. (I) There shall be a series of bonds designated "
Series " (herein sometimes called the "
Series"), each of which shall also bear the descriptive title
"First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the
Series (which shall be issued in the aggregate principal amount
not to exceed $__________) shall be issued as fully registered
bonds in the denomination of One Thousand Dollars and, at the
option of the Company, in any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by
the execution and delivery thereof), and shall be dated as in
Section 10 of the Mortgage provided. Each bond of the __________
Series shall (a) be issued in such principal amount, (b) mature
on such date (not more than ______ (__) years after the date of
the execution and delivery of this __________ Supplemental
Indenture) and (c) have such other terms and provisions, all as
shall be specified by the Company in a written order, or orders,
executed by the Chairman of the Board, the President, any Vice
President, the Treasurer or any Assistant Treasurer of the
Company, delivered to the Trustee referring to the bonds of the
__________ Series (each such written order being hereinafter
sometimes referred to as a "Company Order"), such specification
by such an officer of the Company having been heretofore
authorized in a Resolution filed with the Trustee referring to
this __________ Supplemental Indenture. The bonds of the
__________ Series shall not bear interest. The principal of and
interest on each said bond shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for public and
private debts.
(II) The bonds of the _________ Series shall be issued and
delivered from time to time by the Company to the trustee under
the Indenture, to be dated as of _________, 1996, as supplemented
(the "1996 Indenture"), of the Company to Chemical Bank, as such
trustee (such trustee and any successor thereto hereinafter
referred to as the "1996 Indenture Trustee"), as the basis for
the authentication and delivery from time to time of securities
under the 1996 Indenture. As provided in the 1996 Indenture, the
bonds of the __________ Series, when so issued and delivered,
will be registered in the name of the 1996 Indenture Trustee or
its nominee and will be owned and held by the 1996 Indenture
Trustee, subject to the provisions of the 1996 Indenture, for the
benefit of the holders of all securities from time to time
outstanding under the 1996 Indenture, and the Company shall have
no interest therein.
Anything herein to the contrary notwithstanding, any payment
by the Company under the 1996 Indenture of the principal of the
securities which shall have been authenticated and delivered
under the 1996 Indenture on the basis of the delivery to the 1996
Indenture Trustee of bonds of the __________ Series (other than
by the application of the proceeds of a payment in respect of
such bonds of the __________ Series) shall, to the extent
thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of such bonds of
the _________ Series which is then due.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds _________ Series as
the same shall become due and payable, whether at maturity, upon
redemption or otherwise, shall have been fully satisfied and
discharged unless and until it shall have received a written
notice from the 1996 Indenture Trustee, signed by an authorized
officer thereof, stating that the principal of specified bonds of
the ___________ Series has become due and payable and has not
been fully paid, and specifying the amount of funds required to
make such payment.
(III) Bonds of the Series shall be redeemable in
whole at any time, or in part from time to time, prior to
maturity, either at the option of the Company or by the
application (either at the option of the Company or pursuant to
the requirements of the Mortgage) of cash delivered to or
deposited with the Corporate Trustee pursuant to the provisions
of Section 39 or Section 64 of the Mortgage or with the Proceeds
of Released Property in any case at a redemption price equal to
100% of the principal amount thereof.
In the event that any bonds of the __________ Series have a
stated maturity date subsequent to the stated maturity date of
the securities authenticated and delivered under the 1996
Indenture on the basis of the delivery to the 1996 Indenture
Trustee of such bonds of the __________ Series, such bonds of the
__________ Series shall be redeemed on the stated maturity date
of such securities at a redemption price equal to 100% of the
principal amount thereof.
In the event that any securities authenticated and delivered
under the 1996 Indenture on the basis of the delivery to the 1996
Indenture Trustee of bonds of the ___________ Series are to be
redeemed pursuant to any provisions contained in such securities
for the mandatory redemption thereof (pursuant to a sinking fund
or otherwise) or for the redemption thereof at the option of the
holder, such bonds of the ________ Series shall be redeemed in a
corresponding principal amount on the date fixed for such
redemption of such securities at a redemption price equal to 100%
of the principal amount thereof.
If less than all the bonds of the _________ Series are to be
redeemed pursuant to the first paragraph of this subsection
(III), the bonds to be redeemed shall be selected from bonds
having the stated maturity dates and redemption provisions, and
in the principal amounts, designated to the Trustee by the
Company. Notwithstanding the provisions of Section 52 of the
Mortgage, no notice of any redemption of bonds of the __________
Series shall be required to be given.
(IV) At the option of the registered owner, any bonds of the
Series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, shall be exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized
denominations which have the same stated maturity date and
redemption provisions, if any.
Bonds of the Series shall be transferable, upon the
surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York; provided, however, that the
bonds of the __________ Series shall not be transferable by the
1996 Indenture Trustee except to a successor trustee under the
1996 Indenture. The bonds of the __________ Series may bear such
legends as may be necessary to comply with an law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any securities exchange or to conform to usage
with respect thereto.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the _________ Series.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2. Subject to the amendments provided for in this
________ Supplemental Indenture, the terms defined in the
Mortgage and the First through ________ Supplemental Indentures
shall, for all purposes of this ________________ Supplemental
Indenture, have the meanings specified in the Mortgage and the
First through ________ Supplemental Indentures.
SECTION 3. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage
and in the First through _______ Supplemental Indentures set
forth and upon the following terms and conditions:
The Trustees 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 XVII of the Mortgage, as heretofore amended,
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 4. Whenever in this ______ Supplemental Indenture
either of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XVI and XVII of the
Mortgage, as heretofore amended, 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 Trustees, or
either of them, 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.
SECTION 5. Nothing in this _______ Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to
confer upon, or give to, any person, firm or corporation, other
than the parties hereto and the holders of the bonds and coupons
Outstanding under the Mortgage, 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 or
agreements in this _____ Supplemental Indenture contained by or
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 Mortgage.
SECTION 6. This _______ Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
SECTION 7. This _______ Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.
IN WITNESS WHEREOF, ARKANSAS POWER & LIGHT COMPANY has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries for and in its
behalf, and BANKERS TRUST COMPANY has caused its corporate name
to be hereunto affixed, and this instrument to be signed and
sealed by, one of its Vice Presidents, and its corporate seal to
be attested by one of its Assistant Secretaries for and in its
behalf, and XXXXXXX XXXX has hereunto set his hand and affixed
his seal, and THE BOATMEN'S NATIONAL BANK OF ST. LOUIS has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by, one of its Vice Presidents or one of its
Trust Officers, and its corporate seal to be attested by one of
its Assistant Secretaries or one of its Assistant Trust Officers
for and in its behalf, as of the day and year first above
written.
ARKANSAS POWER & LIGHT COMPANY
By:..............................
Vice President
Attest:
..........................................
Assistant Secretary
Executed, sealed and delivered by
ARKANSAS POWER & LIGHT COMPANY
in the presence of:
..........................................
..........................................
BANKERS TRUST COMPANY,
As Corporate Trustee
By:..............................
Vice President
Attest:
............................ Xxxxxxx Xxxx
Assistant Secretary As Co-Trustee
............................[L.S.]
Executed, sealed and delivered by
BANKERS TRUST COMPANY
and XXXXXXX XXXX
in the presence of:
..............................................................
..............................................................
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By: ..........................
Trust Officer
Attest:
.............................
Trust Officer
Executed, sealed and delivered by
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS in the presence of:
.............................................................
.............................................................
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ______ day of _________________, 199_, before me,
____________________, a Notary Public duly commissioned,
qualified and acting within and for said County and State,
appeared in person the within named ______________ and
___________________, to me personally well known, who stated that
they were a ___________________ and_________________,
respectively, of ARKANSAS POWER & LIGHT COMPANY, a corporation,
and were duly authorized in their respective capacities to
execute the foregoing instrument for and in the name and behalf
of said corporation, and further stated and acknowledged that
they had so signed, executed and delivered said foregoing
instrument for the consideration, uses and purposes therein
mentioned and set forth.
On the ________ day of________________, 199_, before me
personally came ______________________, to me known, who, being
by me duly sworn, did depose and say that he resides at
______________________________; that he is a __________ of
ARKANSAS POWER & LIGHT COMPANY, one of the corporations described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
On the ________ day of_______________, 199_, before me
appeared __________________________, to me personally known, who,
being by me duly sworn, did say that he is a ___________________
of ARKANSAS POWER & LIGHT COMPANY, and that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors, and he acknowledged said instrument to be the free act
and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
.................................................................
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this __________ day of __________________, 199_, before
me,___________________, a Notary Public duly commissioned,
qualified and acting within and for said County and State,
appeared __________________ and _________________, to me
personally well known, who stated that they were a
______________________ and __________________, respectively, of
BANKERS TRUST COMPANY, a corporation, and were duly authorized in
their respective capacities to execute the foregoing instrument
for and in the name and behalf of said corporation; and further
stated and acknowledged that they had so signed, executed and
delivered said foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.
On the _______ day of ________________, 199_, before me
personally came __________________________, to me known, who,
being by me duly sworn, did depose and say that she resides
_________________________; that she is a ______________ of
BANKERS TRUST COMPANY, one of the corporations described in and
which executed the above instrument; that she knows the seal of
said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her
name thereto by like authority.
On the ______ day of ______________, 199_, before me appeared
___________, to me personally known, who, being by me duly sworn,
did say that she is a ________________ of BANKERS TRUST COMPANY,
and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and she acknowledged said instrument to
be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
.................................................................
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____________ day of _________________, 199_, before
me, __________________________, the undersigned, personally
appeared XXXXXXX XXXX, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he
executed the same for the purposes therein contained.
On the ____________ day of __________________, 199_, before
me personally appeared XXXXXXX XXXX, to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
.................................................................
STATE OF MISSOURI )
) SS.:
COUNTY OF ST. LOUIS )
On this _______day of _________________, 199_, before me,
___________________, a Notary Public duly commissioned, qualified
and acting within and for said County and State, appeared
______________________ and _____________, to me personally well
known, who stated that they were a ____________ and
___________________, respectively, of THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS, a corporation, and were duly authorized in their
respective capacities to execute the foregoing instrument for and
in the name and behalf of said corporation, and further stated
and acknowledged that they had so signed, executed and delivered
said foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
On the _________ day of _____________________, 199_, before
me personally came _________________, to me known, who, being by
me duly sworn, did depose and say that he resides
at____________________________; that he is a _______________ of
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, one of the corporations
described in and which executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name by like order.
On the _____________ day of ____________________, 199_,
before me appeared ______________________, to me personally
known, who, being by me duly sworn, did say that he is a
________________ of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, and
that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and he acknowledged said instrument to be
the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
.................................................................
