CONFORMED
KANSAS GAS AND ELECTRIC COMPANY
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(formerly Guaranty Trust Company of New York)
AND
W. A. SPOONER
(successor to Henry A. Theis, Oliver R. Brooks,
Wesley L. Baker, Edwin F. McMichael and R. Amundsen)
as Trustees under Kansas Gas and Electric Company's
Mortgage and Deed of Trust, Dated as of April 1, 1940
_______________________
THIRTY-EIGHTH SUPPLEMENTAL INDENTURE
Providing, among other things, for
First Mortgage Bonds, 5.10% Series Due 2023
Dated as of March 1, 1994
THIRTY-EIGHTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of March 1, 1994, between KANSAS GAS AND
ELECTRIC COMPANY, a corporation of the State of Kansas (formerly
named KCA Corporation and successor by merger to Kansas Gas and
Electric Company, a corporation of the State of Kansas,
hereinafter sometimes called the ``Company-Kansas''), whose post
office address is 120 East First Street, Wichita, Kansas 67202
(hereinafter sometimes called the ``Company''), and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust
Company of New York), a corporation of the State of New York,
whose post office address is 60 Wall Street, New York, New York
10260-0060 (hereinafter sometimes called the ``Corporate
Trustee''), and W. A. SPOONER (successor to Henry A. Theis,
Oliver R. Brooks, Wesley L. Baker, Edwin F. McMichael and R.
Amundsen, and being hereinafter sometimes called the ``Individual
Trustee''), whose post office address is 1 Juliet Court, Old
Bridge, New Jersey 08857 (the Corporate Trustee and the
Individual Trustee being hereinafter together sometimes called
the ``Trustees''), as Trustees under the Mortgage and Deed of
Trust, dated as of April 1, 1940 (hereinafter called the
``Mortgage''), which Mortgage was executed and delivered by
Kansas Gas and Electric Company, a corporation of the State of
West Virginia to which the Company-Kansas was successor by merger
(hereinafter sometimes called the ``Company-West Virginia''), 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
sometimes called the ``Thirty-eighth Supplemental Indenture'')
being supplemental thereto;
Whereas, the Company-West Virginia caused the Mortgage to be
filed for record as a mortgage of real property and as a chattel
mortgage in the offices of the Registers of Deeds in various
counties in the State of Kansas, and on April 25, 1940 paid to
the Register of Deeds of Sedgwick County, Kansas, that being the
County in which the Mortgage was first filed for record, the sum
of $40,000 in payment of the Kansas mortgage registration tax as
provided by Section 79-3101 et seq., General Statutes of Kansas
1935; and
Whereas, by the Mortgage, the Company-West Virginia
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,
intended to be subject to the lien thereof; and
Whereas, an instrument, dated May 31, 1949, was executed by
the Company-West Virginia appointing Oliver R. Brooks as
Individual Trustee in succession to said Henry A. Theis,
resigned, under the Mortgage, and by Oliver R. Brooks accepting
the appointment as Individual Trustee under the Mortgage in
succession to said Henry A. Theis, which instrument was filed for
record in the offices of the Registers of Deeds in various
counties in the State of Kansas; and
Whereas, an instrument, dated March 3, 1958, was executed by
the Company-West Virginia appointing Wesley L. Baker as
Individual Trustee in succession to said Oliver R. Brooks,
resigned, under the Mortgage, and by Wesley L. Baker accepting
the appointment as Individual Trustee under the Mortgage in
succession to said Oliver R. Brooks, which instrument was filed
for record in the offices of the Registers of Deeds in various
counties in the State of Kansas; and
Whereas, an instrument, dated November 20, 1969, was
executed by the Company-West Virginia appointing Edwin F.
McMichael as Individual Trustee in succession to said Wesley L.
Baker, resigned, under the Mortgage, and by Edwin F. McMichael
accepting the appointment as Individual Trustee under the
Mortgage in succession to said Wesley L. Baker, which instrument
was filed for record in the offices of the Registers of Deeds in
various counties in the State of Kansas; and
Whereas, by the Twenty-seventh Supplemental Indenture
mentioned below, the Company-Kansas, among other things,
appointed R. Amundsen as Individual Trustee in succession to said
Edwin F. McMichael, resigned, under the Mortgage, and by R.
Amundsen accepting the appointment as Individual Trustee under
the Mortgage in succession to said Edwin F. McMichael; and
Whereas, by the Thirty-second Supplemental Indenture
mentioned below, the Company-Kansas, among other things,
appointed W. A. Spooner as Individual Trustee in succession to
said R. Amundsen, resigned, under the Mortgage, and by W. A.
Spooner accepting the appointment as Individual Trustee under the
Mortgage in succession to said R. Amundsen; and
Whereas, the Company-West Virginia executed and delivered to
the Trustees a First Supplemental Indenture, dated as of June 1,
1942 (which supplemental indenture is hereinafter sometimes
called the ``First Supplemental Indenture''); and
Whereas, the Company-West Virginia caused the First
Supplemental Indenture to be filed for record as a mortgage of
real property and as a chattel mortgage in the offices of the
Registers of Deeds in various counties in the State of Kansas,
but paid no mortgage registration tax in connection with the
recordation of the First Supplemental Indenture, no such tax
having been payable in connection with such recordation; and
Whereas, the Company-West Virginia executed and delivered to
the Trustees the following supplemental indentures:
Designation Dated as of
Second Supplemental Indenture . . . . March 1, 1948
Third Supplemental Indenture. . . . . December 1, 1949
Fourth Supplemental Indenture . . . . June 1, 1952
Fifth Supplemental Indenture. . . . . October 1, 1953
Sixth Supplemental Indenture. . . . . March 1, 1955
Seventh Supplemental Indenture. . . . February 1, 1956
Eighth Supplemental Indenture . . . . January 1, 1961
Ninth Supplemental Indenture. . . . . May 1, 1966
Tenth Supplemental Indenture. . . . . March 1, 1970
Eleventh Supplemental Indenture . . . May 1, 1971
Twelfth Supplemental Indenture. . . . March 1, 1972
which supplemental indentures are hereinafter sometimes called
the Second through Twelfth Supplemental Indentures, respectively;
and
Whereas, the Company-West Virginia caused the Second through
Eighth Supplemental Indentures to be filed for record as a
mortgage of real property and as a chattel mortgage in the
offices of the Registers of Deeds in various counties in the
State of Kansas, and caused the Ninth through Twelfth
Supplemental Indentures to be filed for record as a mortgage of
real property in the offices of the Registers of Deeds in various
counties in the State of Kansas and as a chattel mortgage in the
Office of the Secretary of State of Kansas, and on the following
dates paid to the Register of Deeds of Sedgwick County, Kansas,
that being the County in which the Second through Twelfth
Supplemental Indentures were first filed for record as a mortgage
of real property, the following amounts:
Date Amount
March 30, 1948 . . . . . . . . . . $12,500
December 7, 1949 . . . . . . . . . 7,500
June 17, 1952 . . . . . . . . . . 30,000
October 21, 1953 . . . . . . . . . 25,000
March 22, 1955 . . . . . . . . . . 25,000
March 5, 1956 . . . . . . . . . . 17,500
January 24, 1961 . . . . . . . . . 17,500
May 17, 1966 . . . . . . . . . . . 40,000
March 10, 1970 . . . . . . . . . . 87,500
May 19, 1971 . . . . . . . . . . . 87,500
March 23, 1972 . . . . . . . . . . 62,500
such amounts being in payment of the Kansas mortgage registration
tax as provided by the then currently applicable sections of the
statutes of the State of Kansas in effect on those dates; and
Whereas, the Company-West Virginia was merged into the
Company-Kansas on May 31, 1973; and
Whereas, in order to evidence the succession of the Company-
Kansas to the Company-West Virginia and the assumption by the
Company-Kansas of the covenants and conditions of the Company-
West Virginia in the bonds and in the Mortgage contained, and to
enable the Company-Kansas to have and exercise the powers and
rights of the Company-West Virginia under the Mortgage in
accordance with the terms thereof, the Company-Kansas executed
and delivered to the Trustees a Thirteenth Supplemental
Indenture, dated as of May 31, 1973 (which supplemental indenture
is hereinafter sometimes called the ``Thirteenth Supplemental
Indenture''); and
Whereas, the Company-Kansas caused the Thirteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the offices of the Registers of Deeds in various
counties in the State of Kansas and as a chattel mortgage in the
Office of the Secretary of State of Kansas, but paid no mortgage
registration tax in connection with the recordation of the
Thirteenth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
Whereas, the Company-Kansas executed and delivered to the
Trustees the following supplemental indentures:
Designation Dated as of
Fourteenth Supplemental Indenture . . . . . July 1, 1975
Fifteenth Supplemental Indenture . . . . . December 1, 1975
Sixteenth Supplemental Indenture . . . . . September 1, 1976
Seventeenth Supplemental Indenture . . . . March 1, 1977
Eighteenth Supplemental Indenture . . . . . May 1, 1977
Nineteenth Supplemental Indenture . . . . . August 1, 1977
Twentieth Supplemental Indenture . . . . . March 15, 1978
Twenty-first Supplemental Indenture . . . . January 1, 1979
Twenty-second Supplemental Indenture . . . April 1, 1980
Twenty-third Supplemental Indenture . . . . July 1, 1980
Twenty-fourth Supplemental Indenture . . . August 1, 1980
Twenty-fifth Supplemental Indenture . . . . June 1, 1981
Twenty-sixth Supplemental Indenture . . . . December 1, 1981
Twenty-seventh Supplemental Indenture . . . May 1, 1982
Designation Dated as of
Twenty-eighth Supplemental Indenture . . . March 15, 1984
Twenty-ninth Supplemental Indenture . . . . September 1, 1984
Thirtieth Supplemental Indenture . . . . . September 1, 1984
Thirty-first Supplemental Indenture . . . . February 1, 1985
Thirty-second Supplemental Indenture . . . April 15, 1986
Thirty-third Supplemental Indenture . . . . June 1, 1991
Thirty-fourth Supplemental Indenture . . . March 31, 1992
Thirty-fifth Supplemental Indenture . . . . December 17, 1992
Thirty-sixth Supplemental Indenture . . . . August 12, 1993
Thirty-seventh Supplemental Indenture . . . January 15, 1994
which supplemental indentures are hereinafter sometimes called
the Fourteenth through Thirty-seventh Supplemental Indentures,
respectively; and
Whereas, the Company-Kansas caused the Fourteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the offices of the Registers of Deeds in various
counties in the State of Kansas and as a chattel mortgage in the
Office of the Secretary of State of Kansas; and
Whereas, the Company-Kansas caused the Fifteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on December 10, 1975, Film 169, page 363),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on December 10, 1975 and indexed as No.
325,911); and
Whereas, the Company-Kansas caused the Sixteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on September 29, 1976, Film 211, page 363),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on September 29, 1976 and indexed as
No. 363,835); and
Whereas, the Company-Kansas caused the Seventeenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on March 16, 1977, Film 234, page 492), and
as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on March 1, 1977 and indexed as No. 384,759); and
Whereas, the Company-Kansas caused the Eighteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on May 26, 1977, Film 246, page 655), and
as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on May 26, 1977 and indexed as No. 394,573); and
Whereas, the Company-Kansas caused the Nineteenth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on August 31, 1977, Film 263, page 882),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on September 1, 1977 and indexed as No.
406,577); and
Whereas, the Company-Kansas caused the Twentieth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on March 29, 1978, Film 297, pages 635-
656), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on March 30, 1978 and indexed as No.
434,072); and
Whereas, the Company-Kansas caused the Twenty-first
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on January 9, 1979, Film 345, page 648),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on January 10, 1979 and indexed as No. 470,851);
and
Whereas, the Company-Kansas caused the Twenty-second
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on April 2, 1980, Film 413, page 1,468),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on April 3, 1980 and indexed as No. 533,415);
and
Whereas, the Company-Kansas caused the Twenty-third
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on July 1, 1980, Film 425, page 1,003), and
as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on July 2, 1980 and indexed as No. 546,185); and
Whereas, the Company-Kansas caused the Twenty-fourth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on August 28, 1980, Film 435, page 266),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on August 29, 1980 and indexed as No. 554,543);
and
Whereas, the Company-Kansas caused the Twenty-fifth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on June 30, 1981, Film 483, page 1,512),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on June 30, 1981 and indexed as No. 601,270);
and
Whereas, the Company-Kansas caused the Twenty-sixth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on December 30, 1981, Film 510, page 300),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on December 31, 1981 and indexed as
No. 628,293); and
Whereas, the Company-Kansas caused the Twenty-seventh
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on May 6, 1982, Film 526, page 1,141), and
as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on May 7, 1982 and indexed as No. 650,115); and
Whereas, the Company-Kansas caused the Twenty-eighth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on March 22, 1984, Film 645, page 1,524),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on March 23, 1984 and indexed as No. 796,449);
and
Whereas, the Company-Kansas caused the Twenty-ninth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on September 5, 1984, Film 681, page 763),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on September 6, 1984 and indexed as
No. 852,425); and
Whereas, the Company-Kansas caused the Thirtieth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on September 12, 1984, Film 682, page
1,087), and as a chattel mortgage in the Office of the Secretary
of State of Kansas (filed on September 13, 1984 and indexed as
No. 854,284); and
Whereas, the Company-Kansas caused the Thirty-third
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on June 18, 1991, Film 1177, page 0876),
and as a security agreement in the Office of Secretary of State
of Kansas (filed on June 18, 1991 and indexed as No. 1,693,446);
and
Whereas, the Company on the following dates paid to the
Register of Deeds of Sedgwick County, Kansas, that being the
County in which the Fourteenth through Thirtieth Supplemental
Indentures and the Thirty-third Supplemental Indenture were first
filed for record as a mortgage of real property, the following
amounts:
Date
Amount
July 2, 1975 . . . . . . . . . . . . .$100,000
December 10, 1975. . . . . . . . . . . 48,750
September 29, 1976 . . . . . . . . . . 62,500
March 16, 1977 . . . . . . . . . . . . 62,500
May 26, 1977 . . . . . . . . . . . . . 25,000
August 31, 1977. . . . . . . . . . . . 6,100
March 29, 1978 . . . . . . . . . . . . 62,500
January 9, 1979. . . . . . . . . . . . 36,250
April 2, 1980. . . . . . . . . . . . . 67,500
July 1, 1980 . . . . . . . . . . . . . 37,500
August 28, 1980. . . . . . . . . . . . 63,750
June 30, 1981. . . . . . . . . . . . . 75,000
December 30, 1981. . . . . . . . . . . 62,500
May 6, 1982. . . . . . . . . . . . . .100,000
March 22, 1984 . . . . . . . . . . . . 93,750
September 5, 1984. . . . . . . . . . . 75,000
September 12, 1984 . . . . . . . . . . 50,000
June 18, 1991. . . . . . . . . . . . .334,100
such amounts being in payment of the Kansas mortgage registration
tax as provided by the then currently applicable sections of the
statutes of the State of Kansas in effect on those dates; and
Whereas, the Company-Kansas caused the Thirty-first
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on February 1, 1985, Film 707, page 378),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on February 4, 1985 and indexed as No. 895,468),
but paid no mortgage registration tax in connection with the
recordation of the Thirty-first Supplemental Indenture, no such
tax having been payable in connection with such recordation; and
Whereas, the Company-Kansas caused the Thirty-second
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on April 16, 1986, Film 791, page 1,336),
and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on April 17, 1986 and indexed as No. 1,048,212),
but paid no mortgage registration tax in connection with the
recordation of the Thirty-second Supplemental Indenture, no such
tax having been payable in connection with such recordation; and
Whereas, in order to evidence the succession of the Company
to the Company-Kansas and the assumption by the Company of the
covenants and conditions of the Company-Kansas in the bonds and
in the Mortgage contained, and to enable the Company to have and
exercise the powers and rights of the Company-Kansas under the
Mortgage in accordance with the terms thereof, the Company
executed and delivered to the Trustees a Thirty-fourth
Supplemental Indenture, dated as of March 31, 1992 (which
supplemental indenture is hereinafter sometimes called the
``Thirty-fourth Supplemental Indenture''); and
Whereas, the Company-Kansas caused the Thirty-fourth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on March 31, 1992, Film 1236, page 987),
and as a security agreement in the Office of Secretary of State
of Kansas (filed on March 31, 1992 and indexed as No. 1,780,893),
but paid no mortgage registration tax in connection with the
recordation of the Thirty-fourth Supplemental Indenture, no such
tax having been payable in connection with such recordation; and
Whereas, the Company caused the Thirty-fifth Supplemental
Indenture to be filed for record as a mortgage of real property
in the office of the Register of Deeds of Sedgwick County, Kansas
(filed on December 16, 1992, Film 301, page 0104), and as a
security agreement in the Office of Secretary of State of Kansas
(filed on December 16, 1992 and indexed as No. 1,861,886), but
paid no mortgage registration tax in connection with the
recordation of the Thirty-fifth Supplemental Indenture, no such
tax having been payable in connection with such recordation; and
Whereas, the Company-Kansas caused the Thirty-sixth
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on August 10, 1993, Film 1364, page 0515),
and as a security agreement in the Office of Secretary of State
of Kansas (filed on August 11, 1993 and indexed as
No. 1,936,501), but paid no mortgage registration tax in
connection with the recordation of the Thirty-sixth Supplemental
Indenture, no such tax having been payable in connection with
such recordation; and
Whereas, the Company-Kansas caused the Thirty-seventh
Supplemental Indenture to be filed for record as a mortgage of
real property in the office of the Register of Deeds of Sedgwick
County, Kansas (filed on January 18, 1994, Film 1411, page 0710),
and as a security agreement in the Office of Secretary of State
of Kansas (filed on January 18, 1994 and indexed as
No. 1,985,104), but paid no mortgage registration tax in
connection with the recordation of the Thirty-seventh
Supplemental Indenture, no such tax having been payable in
connection with such recordation; and
Whereas, the Company-West Virginia, the Company-Kansas or
the Company has from time to time caused to be filed in the
respective offices of the above-mentioned Registers of Deeds and
Secretary of State affidavits executed by the Trustees under the
Mortgage, preserving and continuing the lien thereof either as a
chattel mortgage in accordance with the provisions of K.S.A. 58-
303 (Section 58-303 of the General Statutes of Kansas 1935) or as
a security agreement under the provisions of K.S.A. 84-9-401 et
seq.; and
Whereas, in addition to the aforesaid filings for record in
the respective offices of the above-mentioned Registers of Deeds,
the Company-West Virginia, the Company-Kansas or the Company has
filed copies of the Mortgage and the First through Thirty-seventh
Supplemental Indentures, certified as true by it, with the
Secretary of State of Kansas; and
Whereas, the Company-West Virginia, the Company-Kansas or
the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as heretofore supplemented, the
following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3-3/8% Series due 1970. . . $16,000,000 None
3-1/8% Series due 1978. . . 5,000,000 None
2-3/4% Series due 1979. . . 3,000,000 None
3-3/8% Series due 1982. . . 12,000,000 None
3-5/8% Series due 1983. . . 10,000,000 None
3-3/8% Series due 1985. . . 10,000,000 None
3-3/8% Series due 1986. . . 7,000,000 None
4-5/8% Series due 1991. . . 7,000,000 None
5-5/8% Series due 1996. . . 16,000,000 $16,000,000
8-1/2% Series due 2000. . . 35,000,000 None
8-1/8% Series due 2001. . . 35,000,000 None
7-3/8% Series due 2002. . . 25,000,000 None
9-5/8% Series due 2005. . . 40,000,000 None
6% Series due 1985. . . . . 7,000,000 None
7-3/4% Series due 2005. . . 12,500,000 None
8-3/8% Series due 2006. . . 25,000,000 None
8-1/2% Series due 2007. . . 25,000,000 None
6% Series due 2007. . . . . 10,000,000 10,000,000
5-7/8% Series due 2007. . . 21,940,000 21,940,000
8-7/8% Series due 2008. . . 30,000,000 None
6.80% Series due 2004 . . . 14,500,000 14,500,000
16-1/4% Series due 1987 . . 30,000,000 None
6-1/2% Series due 1983. . . 15,000,000 None
7-1/4% Series due 1983. . . 25,500,000 None
14-7/8% Series due 1987-1991 30,000,000 None
16% Series due 1996 . . . . 25,000,000 None
15-3/4% Series due 1989 . . 40,000,000 None
13-1/2% Series due 1989 . . 100,000,000 None
14.05% Series due 1991. . . 30,000,000 None
14-1/8% Series due 1991 . . 20,000,000 None
10-7/8% Series due 1987 . . 30,000,000 None
9-3/4% Series due 2016. . . 50,000,000 None
7.00% Series A due 2031 . . 18,900,000 18,900,000
7.00% Series B due 2031 . . 308,600,000 308,600,000
7.60% Series due 2003 . . . 135,000,000 135,000,000
6-1/2% Series due 2005. . . 65,000,000 65,000,000
6.20% Series due 2006 . . . 100,000,000 100,000,000
hereinafter sometimes called Bonds of the First through Thirty-
seventh Series; 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 the 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 a new series of
bonds; and
Whereas, the execution and delivery by the Company of this
Thirty-eighth Supplemental Indenture, and the terms of the bonds
of the Thirty-eighth 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 Kansas Gas and Electric Company, in consideration of
the premises and of One Dollar ($1) 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 both of
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
modification made as in the Mortgage provided) and of said bonds,
hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto Morgan Guaranty Trust Company of New York and to
W. A. Spooner, as Trustees under the Mortgage, and to their
successor or successors in said trust, and to said Trustees and
their successors and assigns forever, all property, real,
personal and mixed, acquired by the Company after the date of
the execution and delivery of the Mortgage, in addition to
property covered by the First through the Thirty-seventh
Supplemental Indentures (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 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 Thirty-eighth
Supplemental Indenture) all lands, flowage rights, water rights,
flumes, raceways, dams, rights of way and roads; all steam and
power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto, telephone, radio and
television systems, air-conditioning systems and equipment
incidental thereto, water works, steam heat and hot water plants,
lines, service and supply systems, bridges, culverts, tracks,
rolling stock, ice or refrigeration plants and equipment, street
and interurban railway systems, offices, buildings and other
structures and the equipment thereof; all machinery, engines,
boilers, dynamos, electric and gas 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, chattels and choses in action;
all municipal and other franchises; all lines for the
transmission and distribution of electric current, gas, steam
heat or water for any purpose, including 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
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 after the date
hereof (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), shall be as fully embraced
within the lien hereof and the lien of the Mortgage, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein and conveyed hereby.
Provided that the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed
hereunder and are hereby expressly excepted from the lien and
operation of this Thirty-eighth Supplemental Indenture and from
the lien and operation of the Mortgage, viz.: (1) cash, shares
of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited
or delivered 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 and fuel, oil and
similar materials and supplies consumable in the operation of any
properties of the Company; vehicles and automobiles; (3) bills,
notes and accounts receivable, and all contracts, leases and
operating agreements not specifically pledged under the Mortgage
or covenanted so to be; and (4) electric energy, 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; provided, however, that the
property and rights expressly excepted from the lien and
operation of the Mortgage and this Thirty-eighth Supplemental
Indenture in the above subdivisions (2) and (3) shall (to the
extent permitted by law) cease to be so excepted in the event
that either or both 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 XII of the Mortgage by
reason of the occurrence of a Default as defined in said
Article XII.
There is expressly excepted from the lien of the Mortgage
and from the lien hereof all property of the Company located in
the State of Missouri now owned or hereafter acquired unless such
property in the State of Missouri shall be subjected to the lien
of the Mortgage by an indenture or indentures supplemental
thereto, pursuant to authorization by the Board of Directors of
the Company.
To Have And To Hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustees,
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
supplemented, this Thirty-eighth Supplemental Indenture being
supplemental thereto.
And It Is Hereby Covenanted by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as 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 as Trustees of said property
in the same manner and with the same effect as if the 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 the 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.
THIRTY-EIGHTH SERIES OF BONDS
Section A. 1. There shall be a series of bonds designated
``5.10% Series due 2023'' (herein sometimes referred to as the
``Thirty-eighth Series''), each of which shall also bear the
descriptive title, First Mortgage Bond, and the form thereof,
which is established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to
the matters hereinafter in this Article I specified. Bonds of
the Thirty-eighth Series shall be limited to $13,982,500 in
aggregate principal amount, except as provided in Section 16 of
the Mortgage, shall mature on March 1, 2023, and shall be issued
as fully registered bonds in denominations of Five Thousand
Dollars and in any multiple or multiples of Five Thousand Dollars
(except for one Bond of the Thirty-eighth Series, which shall be
in the denomination of $2,500 or any integral multiple thereof).
Bonds of the Thirty-eighth Series shall bear interest at the rate
of 5.10% per annum, payable semi-annually on March 1 and
September 1 of each year, the first payment to be made on
September 1, 1994 for the period from March 1, 1994 to September
1, 1994. The principal of and interest on bonds of the Thirty-
eighth Series 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.
Bonds of the Thirty-eighth Series shall be dated as in Section 10
of the Mortgage provided.
2. Upon the redemption, in whole or in part, of the City of
La Cygne, Kansas, Pollution Control Revenue Refunding Bonds
(Kansas Gas and Electric Company Project) Series 1994
(hereinafter referred to as the ``1994 La Cygne Bonds''), issued
under the Indenture of Trust, dated as of March 1, 1994
(hereinafter referred to as the ``La Cygne Indenture''), of the
City of La Cygne, Kansas, bonds of the Thirty-eighth Series shall
be redeemed in whole or in like part. To effect the redemption
of bonds of the Thirty-eighth Series, the trustee under the La
Cygne Indenture (hereinafter referred to as the ``La Cygne
Trustee'') shall deliver to the Corporate Trustee (and mail a
copy thereof to the Company) a written demand (hereinafter
referred to as a ``La Cygne Redemption Demand'') for the
redemption of bonds of the Thirty-eighth Series equal in
principal amount to the principal amount of the 1994 La Cygne
Bonds to be redeemed. The La Cygne Redemption Demand shall be
signed by the President, a Vice President, an Assistant Vice
President or a Trust Officer of the La Cygne Trustee and shall
state: (1) the aggregate principal amount of the 1994 La Cygne
Bonds then outstanding under the La Cygne Indenture; (2) the
principal amount of the 1994 La Cygne Bonds to be redeemed;
(3) the interest thereon to be payable on the redemption date;
(4) the redemption date and that notice thereof has been given as
required in the La Cygne Indenture; (5) in the case of an
optional redemption of the 1994 La Cygne Bonds, that there are
sufficient available funds in the Bond Fund established pursuant
to the La Cygne Indenture to effect such redemption; and (6) that
the Corporate Trustee is thereby instructed to call for
redemption bonds of the Thirty-eighth Series equal in principal
amount to the principal amount of the 1994 La Cygne Bonds
specified in (2) above. The La Cygne Redemption Demand shall
also contain a waiver of notice of such redemption by the La
Cygne Trustee, as holder of all bonds of the Thirty-eighth Series
then outstanding. The Corporate Trustee may conclusively presume
the statements contained in the La Cygne Redemption Demand to be
correct. Redemption of bonds of the Thirty-eighth Series shall
be at the principal amount of the bonds to be redeemed, together
with accrued interest to the redemption date, and such amount
shall become and be due and payable on the redemption date. The
Company hereby covenants that, if a La Cygne Redemption Demand
shall be delivered to the Corporate Trustee, the Company, subject
to subdivision (III) of this Article I, will deposit, on or
before the redemption date, with the Corporate Trustee, in
accordance with Article X of the Mortgage, an amount in cash
sufficient to redeem the bonds of the Thirty-eighth Series so
called for redemption.
3. All bonds of the Thirty-eighth Series shall be pledged
by the Company with the La Cygne Trustee to secure the payment of
the principal of, and interest on, the 1994 La Cygne Bonds. The
obligation of the Company to make payments with respect to the
principal of and interest on bonds of the Thirty-eighth Series
shall be fully or partially, as the case may be, satisfied and
discharged to the extent that, at the time that any such payment
shall be due, the then due principal of and interest on the 1994
La Cygne Bonds shall have been fully or partially paid, or there
shall be in the Bond Fund established pursuant to the La Cygne
Indenture sufficient available funds to fully or partially pay
the then due principal of and interest on the 1994 La Cygne
Bonds. The Corporate Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the
principal of and interest on bonds of the Thirty-eighth Series
shall have been fully satisfied and discharged unless and until
the Corporate Trustee shall have received a written notice from
the La Cygne Trustee, signed by its President, a Vice President
or a Trust Officer, stating (i) that timely payment of the
principal of or interest on the 1994 La Cygne Bonds required to
be made by the Company has not been made, (ii) that there are not
sufficient available funds in the Bond Fund to make such payment,
and (iii) the amount of funds, in addition to available funds in
the Bond Fund, required to make such payment.
4. At the option of the registered owner, any bonds of the
Thirty-eighth 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. The bonds of the Thirty-eighth Series
may bear such legends as may be necessary to comply with any law
or with any rules or regulations made pursuant thereto or with
the rules or regulations of any stock exchange or to conform to
usage with respect thereto.
5. Bonds of the Thirty-eighth 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.
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section A. All bonds of the Thirty-eighth Series acquired
by the Company shall forthwith be delivered to the Corporate
Trustee for cancellation.
Section B. Section 64 of the Mortgage is hereby deleted in
its entirety.
Section C. Subject to the amendments provided for in this
Thirty-eighth Supplemental Indenture, the terms defined in the
Mortgage, as heretofore supplemented, shall, for all purposes of
this Thirty-eighth Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.
Section D. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions set forth herein and in
the Mortgage, as heretofore amended and supplemented, 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 Thirty-eighth 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 XVI of the Mortgage, as heretofore
amended and supplemented, shall apply to and form part of this
Thirty-eighth 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
Thirty-eighth Supplemental Indenture.
Section E. Subject to the provisions of Article XV and
Article XVI of the Mortgage, as heretofore amended and
supplemented, whenever in this Thirty-eighth Supplemental
Indenture any of the parties hereto is named or referred to, this
shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements in this Thirty-eighth
Supplemental Indenture contained by or on behalf of the Company
or by or on behalf of the Trustees shall bind and inure to the
benefit of the respective successors and assigns of such parties
whether so expressed or not.
Section F. Nothing in this Thirty-eighth Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or to give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Thirty-eighth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Thirty-eighth
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 G. The Company reserves the right, subject to
appropriate corporate action, but without any consent or other
action by holders of bonds of the Thirty-eighth Series or of any
subsequent series of bonds, to make such amendments to the
Mortgage, as supplemented, as shall be necessary in order to (A)
permit the issuance of additional Prior Lien Bonds other than to
the Corporate Trustee (i) in a principal amount not to exceed the
principal amount of Bonds which could then be issued on the basis
of Property Additions under the Mortgage or (ii) upon the
redemption or retirement of Prior Lien Bonds secured by such
Prior Lien, (B) to remove the requirement that Prior Lien Bonds
be issued to the Corporate Trustee, (C) remove the provisions of
Article V which eliminate from the calculation of unfunded net
Property Additions available for issuance of Bonds the amount of
any Property Additions subject to a Prior Lien if the aggregate
amount of Outstanding Prior Lien Bonds is 15% or more of the sum
of the Outstanding Bonds and Prior Lien Bonds, and (D) make such
other amendments to the Mortgage as may be necessary or desirable
in the opinion of the Company to effect the foregoing.
Section H. This Thirty-eighth 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.
In Witness Whereof, KANSAS GAS AND ELECTRIC 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, MORGAN GUARANTY TRUST COMPANY OF NEW YORK 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, and has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.
KANSAS GAS AND ELECTRIC COMPANY
By /s/ Kent R. Brown
Kent R. Brown
President
Attest:
/s/ Richard D. Terrill
Richard D. Terrill
Secretary
Executed, sealed and delivered by
KANSAS GAS AND ELECTRIC COMPANY,
in the presence of:
/s/ Stacy F. Kramer
/s/ Robert J. Knott
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By /s/ Norma Pane
Norma Pane
Vice President
Attest:
/s/ Lorraine Eugenio
Assistant Secretary
/s/ W.A. Spooner
(W.A. Spooner)
Executed, sealed and delivered by
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK and W.A. SPOONER, in
the presence of:
/s/ Susan Donnelly
/s/ Evelyn Visocky
STATE OF KANSAS )
: ss.:
COUNTY OF SEDGWICK )
Be It Remembered, that on this 28th day of February, A.D.
1994, before me, the undersigned, a Notary Public within and for
the County and State aforesaid, came Kent R. Brown, the President
of KANSAS GAS AND ELECTRIC COMPANY, a corporation duly organized,
incorporated and existing under the laws of the State of Kansas,
who is personally known to me to be such officer, and who is
personally known to me to be the same person who executed, as such
officer, the within instrument of writing, and such person duly
acknowledged the execution of the same to be the act and deed of
said corporation and that said instrument of writing was so
executed by order of the Board of Directors of said corporation.
On this 28th day of February, 1994, before me appeared Kent R.
Brown, to me personally known, who being by me duly sworn did say
that he is the President of KANSAS GAS AND ELECTRIC 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 said Kent R. Brown acknowledged said instrument to
be the free act and deed of said corporation.
On the 28th day of February in the year 1994, before me
personally came Kent R. Brown to me known, who, being by me duly
sworn, did depose and say that he resides at 4907 Portwest Circle,
Wichita, Kansas; that he is the President of KANSAS GAS AND
ELECTRIC 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.
In Witness Whereof, I have hereunto subscribed my name and
affixed my official seal on the day and year above written.
/s/ Regina I. Degarmo
REGINA I. DEGARMO
NOTARY PUBLIC - STATE OF KANSAS
MY APPOINTMENT EXPIRES AUGUST 4, 1997
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
Be It Remembered, that on this 24th day of February, A.D.
1994, before me, the undersigned, a Notary Public within and for
the County and State aforesaid, came Norma Pane, a Vice President
of Morgan Guaranty Trust Company of New York, a corporation, duly
organized, incorporated and existing under the laws of the State of
New York, who is personally known to me to be such officer, and who
is personally known to me to be the same person who executed, as
such officer, the within instrument of writing, and such person
duly acknowledged the execution of the same to be the act and deed
of said corporation and that said instrument of writing was so
executed by authority of the Board of Directors of said
corporation.
On this 24th day of February, 1994, before me appeared Norma
Pane, to me personally known, who being by me duly sworn did say
that she is a Vice President of MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, 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 said Norma Pane acknowledged said
instrument to be the free act and deed of said corporation.
On the 24th day of February in the year 1994, before me
personally came Norma Pane, to me known, who, being by me duly
sworn, did depose and say that she resides at 2057 63rd Street,
Brooklyn, New York; that she is a Vice President of MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, 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.
In Witness Whereof, I have hereunto subscribed my name and
affixed my official seal on the day and year above written.
/s/ Alison M. Levchuck
ALISON M. LEVCHUCK
NOTARY PUBLIC, STATE OF NEW YORK
NO. 4997425
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES JUNE 8, 1994
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 24th day of February in the year 1994, before me, the
undersigned, a Notary Public in and for the State of New York, in
the County of New York, personally appeared and came W. A. Spooner,
to me known and known to me to be the person described in and who
executed the within and foregoing instrument and whose name is
subscribed thereto and acknowledged to me that he executed the
same.
In Witness Whereof, I have hereunto subscribed my name and
affixed my official seal the day and year in this certificate first
above written.
/s/ Alison M. Levchuck
ALISON M. LEVCHUCK
NOTARY PUBLIC, STATE OF NEW YORK
NO. 4997425
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES JUNE 8, 1994