Exhibit 4(s)
[CONFORMED]
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WESTERN RESOURCES, INC.
TO
HARRIS TRUST AND SAVINGS BANK
as Trustee
_______________________
THIRTY-SECOND SUPPLEMENTAL INDENTURE, as corrected*
Dated as of April 15, 1994
First Mortgage Bonds, 7-1/2% Pollution Control Revenue Refunding
City of St. Marys Series Due April 15, 2032
First Mortgage Bonds, 7-1/2% Pollution Control Revenue Refunding
City of Wamego Series Due April 15, 2032
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* Correcting certain redemption terms in Article III from those
originally filed in the Thirty-Second Supplemental Indendture
filed in the office of the Register of Deeds of Shawnee County,
Kansas (filed on April 25, 1994, Vol. 2888, page 380), and Office
of Secretary of State of Kansas (filed on April 25, 1994 and
indexed at No. 2015935); and filed in the office of the Secretary
of State of Oklahoma (filed April 25, 1994, Vol. 135, pages
34215-34251 mortgage and deed of trust public service
corporations record).
TABLE OF CONTENTS*
PAGE
Parties 1
Recitals 1
Granting Clause 3
Habendum 5
Exceptions and Reservations 5
Grant in Trust 5
General Covenant 5
ARTICLE I.
DESCRIPTION OF BONDS OF THE THIRTY-FIRST AND
THIRTY-SECOND SERIES.
Sec. 1. General description of Bonds of the
Thirty-First and Thirty-Second Series 5
Sec. 2. Denominations of Bonds of the Thirty-First
and Thirty-Second Series and privilege
of exchange 7
Sec. 3. Form of Bonds of the Thirty-First Series 8
Form of Trustee's Certificate 11
Sec. 4. Form of Bonds of the Thirty-Second Series 12
Form of Trustee's Certificate 15
Sec. 5. Execution and form of temporary Bonds of the
Thirty-First and Thirty-Second Series 15
ARTICLE II.
ISSUE OF BONDS OF THE THIRTY-FIRST AND THIRTY-SECOND
SERIES.
Sec. 1. Limitations as to principal amount 16
Sec. 2. Execution and delivery of Bonds of the
Thirty-First and Thirty-Second Series 16
* Note: The Table of Contents is not part of this Supplemental
Indenture and should not be considered as such. It is included
only for purposes of convenience.
i
PAGE
ARTICLE III.
REDEMPTION.
Sec. 1. Redemption of Bonds of the Thirty-First
Series 16
Sec. 2. Redemption of Bonds of the Thirty-Second
Series 17
Sec. 3. Article VIII of Original Indenture control 19
Sec. 4. Article V of Original Indenture controlling 19
Sec. 5. Bonds redeemed pursuant to Section 1 or 2
may be used to authenticate and deliver
additional Bonds under Original Indenture 19
Sec. 6. Notice to Trustee by St. Marys Trustee
or Wamego Trustee 19
ARTICLE IV.
ADDITIONAL COVENANTS.
Sec. 1. Title to mortgaged property 19
Sec. 2. To retire certain portions of Bonds upon
release of all or substantially all of
the gas properties 19
Sec. 3. To retire certain portions of Bonds upon
release of all or substantially all of
the electric properties 20
Sec. 4. To pay principal, premium, if any, and interest 21
ii
PAGE
ARTICLE V.
AMENDMENTS OF RATIO OF BONDS ISSUABLE TO
PROPERTY ADDITIONS AND OF CERTAIN OTHER
RATIOS. AMENDMENT OF NET EARNINGS TEST.
USE OF FACSIMILE SIGNATURES. RESERVATION
OF RIGHT TO AMEND ARTICLE XV.
Sec. 1. So long as Bonds of the Thirty-First and
Thirty-Second Series remain outstanding:
Bonds issuable on basis only of 60% of
net bondable value of property additions
not subject to an unfunded prior lien 21
Amendment of definition of net bondable
value of property additions not subject
to an unfunded prior lien 21
Monies deposited with Trustee under
Section 5(a) of Article III of the
Original Indenture may not be withdrawn
in an amount in excess of 60% of net
bondable value of property additions
not subject to an unfunded prior lien,
notwithstanding provisions of Section
3(a) of Article VIII of the Original
Indenture 21
Amendment of definition of net bondable
value of property additions subject to
an unfunded prior lien 21
Amendment of covenants in Sections 14
and 16 of Article IV and Section 1 of
Article XII of the Original Indenture
with respect to acquisition of property
subject to an unfunded prior lien 22
Net earnings test--definition of net
earnings available for interest,
depreciation and property retirement
and minimum charge for depreciation 22
Amendment of Articles III, IV and XII
of the Original Indenture 23
Sec. 2. Facsimile signatures 24
Sec. 3. Reservation of right by Company to amend
Article XV of Original Indenture so as to
substitute 60% for 80% whenever it appears 24
Sec. 4. Reservation of right by Company to amend
Article XV of Original Indenture to add
a Section 9 24
iii
PAGE
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
Sec. 1. Acceptance of Trust 25
Sec. 2. Responsibility and duty of Trustee 25
Sec. 3. Parties to include successors and assigns 26
Sec. 4. Benefits restricted to parties and to
holders of Bonds and coupons 26
Sec. 5. Execution in counterparts 26
Sec. 6. Titles of Articles not part of the
Thirty-Second Supplemental Indenture 26
TESTIMONIUM 27
SIGNATURES AND SEALS 27
ACKNOWLEDGMENTS 29
APPENDIX A
DESCRIPTION OF PROPERTIES A-1
iv
THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 15th day
of April, Nineteen Hundred and Ninety-Four, made by and between
Western Resources, Inc., formerly The Kansas Power and Light
Company, a corporation organized and existing under the laws of
the State of Kansas (hereinafter called the ``Company''), party
of the first part, and Harris Trust and Savings Bank, a
corporation organized and existing under the laws of the State
of Illinois whose mailing address is 111 West Monroe Street,
P.O. Box 755, Chicago, Illinois 60690 (hereinafter called the
``Trustee''), as Trustee under the Mortgage and Deed of Trust
dated July 1, 1939, hereinafter mentioned, party of the second
part;
WHEREAS, the Company has heretofore executed and delivered to
the Trustee its Mortgage and Deed of Trust, dated July 1, 1939
(hereinafter referred to as the ``Original Indenture''), to
provide for and to secure an issue of First Mortgage Bonds of
the Company, issuable in series, and to declare the terms and
conditions upon which the Bonds are to be issued thereunder;
and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee thirty-one Supplemental Indentures supplemental to
said Original Indenture, of which twenty-nine provided for the
issuance thereunder of series of the Company's First Mortgage
Bonds, and there is set forth below information with respect to
such Supplemental Indentures as have provided for the issuance
of Bonds, and the principal amount of Bonds which remain
outstanding as of April 15, 1994.
Supplemental Series of
Indenture First Mort- Principal Principal
Hereinafter gage Bonds Amount Amount
Called Date Provided For Issued Outstanding
Supplemental Indenture July 1, 1939 3-1/2% Series $26,500,000 None
Due 1969
Second Supplemental April 1, 1949 2-7/8% Series 10,000,000 None
Indenture Due 1979
Fourth Supplemental October 1, 1949 2-3/4% Series 6,500,000 None
Indenture Due 1979
Fifth Supplemental December 1, 1949 2-3/4% Series 32,500,000 None
Indenture Due 1984
Seventh Supplemental December 1, 1951 3-1/4% Series 5,250,000 None
Indenture Due 1981
Eighth Supplemental May 1, 1952 3-1/4% Series 4,750,000 None
Indenture Due 1982
Ninth Supplemental October 1, 1954 3-1/8% Series 8,000,000 None
Indenture Due 1984
Tenth Supplemental September 1, 1961 4-3/4% Series 13,000,000 None
Indenture Due 1991
Eleventh Supplemental April 1, 1969 7-5/8% Series 19,000,000 None
Indenture Due 1999
Twelfth Supplemental September 1, 1970 8-3/4% Series 20,000,000 None
Indenture Due 2000
Thirteenth Supplemental February 1, 1975 8-5/8% Series 35,000,000 None
Indenture Due 2005
Fourteenth Supplemental May 1, 1976 8-5/8% Series 45,000,000 None
Indenture Due 2006
Fifteenth Supplemental April 1, 1977 5.90% Pollution $32,000,000 $30,500,000*
Indenture Control Series
Due 2007
Sixteenth Supplemental June 1, 1977 8-1/8% Series 30,000,000 None
Indenture Due 2007
Seventeenth Supplemental February 1, 1978 8-3/4% Series 35,000,000 None
Indenture Due 2008
Eighteenth Supplemental January 1, 1979 6-3/4% Pollution 45,000,000 45,000,000*
Indenture Control Series
Due 2009
Nineteenth Supplemental May 1, 1980 8-1/4% Pollution 45,000,000 None
Indenture Control Series
Due 1983
Twentieth Supplemental November 1, 1981 16.95% Series 25,000,000 None
Indenture Due 1988
Twenty-First Supplemental April 1, 1982 15% Series 60,000,000 None
Indenture Due 1992
Twenty-Second Supplemental February 1, 1983 9-5/8% Pollution 58,500,000 None
Indenture Control Series
Due 2013
Twenty-Third Supplemental July 1, 1986 8-1/4% Series 60,000,000 None
Indenture Due 1996
Twenty-Fourth Supplemental March 1, 1987 8-5/8% Series 50,000,000 None
Indenture Due 2017
Twenty-Fifth Supplemental October 15, 1988 9.35% Series 75,000,000 None
Indenture Due 1998
Twenty-Sixth Supplemental February 15, 1990 8-7/8% Series 75,000,000 75,000,000
Indenture Due 2000
Twenty-Seventh March 12, 1992 7.46% Demand 370,000,000 None
Supplemental Indenture Series
Twenty-Eighth Supplemental July 1, 1992 7-1/4% Series 125,000,000 125,000,000
Indenture Due 1999
8-1/2% Series 125,000,000 125,000,000
Due 2022
Twenty-Ninth Supplemental August 20, 1992 7-1/4% Series 100,000,000 100,000,000
Indenture Due 2002
Thirtieth Supplemental February 1, 1993 6% Pollution 58,500,000 58,500,000
Indenture Control Revenue
Refunding Series
Due 2033
Thirty-First Supplemental April 15, 1993 7.65% Series 100,000,000 100,000,000
Indenture Due 2023
* Upon the issuance of the Thirty-First Series and Thirty-Second
Series pursuant to this Supplemental Indenture and deposit of
the proceeds plus additional funds from the Company with the
St. Marys and Wamego Trustees, these series will no longer be
outstanding.
; and
WHEREAS, the Company is entitled at this time to have
authenticated and delivered additional bonds in substitution for
Bonds to be retired, upon compliance with the provisions of
Article III of the Original Indenture, as amended; and
WHEREAS, the Company desires by this Thirty-Second Supplemental
Indenture to supplement the Original Indenture and to provide for
the creation of two new series of bonds under the Original
Indenture to be designated ``First Mortgage Bonds, 7-1/2%
Pollution Control Revenue Refunding City of St. Marys Series Due
2032'' and ``7-1/2% Pollution Control Revenue Refunding City of
Wamego Series Due 2032'' (hereinafter called ``Bonds of the
Thirty-First Series'' and ``Bonds of the Thirty-Second Series,''
respectively); and the Original Indenture provides that certain
terms and provisions, as determined by the Board of Directors of
the Company, of the Bonds of any particular series may be
expressed in and provided by the execution of an appropriate
supplemental indenture; and
WHEREAS, the Company in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the
Original Indenture and indentures supplemental thereto, and
pursuant to appropriate resolutions of its Board of Directors,
has duly resolved and determined to make, execute and deliver to
the Trustee a supplemental indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Thirty-Second Supplemental Indenture a valid, binding and legal
instrument have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in
consideration of the premises and of the mutual covenants herein
contained and of the sum of One Dollar duly paid by the Trustee
to the Company at or before the time of the execution of these
presents, and of other valuable considerations, the receipt
whereof is hereby acknowledged, and in order further to secure
the payment of the principal of and interest and premium, if any,
on all Bonds at any time issued and outstanding under the
Original Indenture as amended by all indentures supplemental
thereto (hereinafter sometimes collectively called the
``Indenture'') according to their tenor, purport and effect, and
to declare certain terms and conditions upon and subject to which
Bonds are to be issued and secured, the Company has executed and
delivered this Supplemental Indenture, and by these presents
grants, bargains, sells, warrants, aliens, releases, conveys,
assigns, transfers, mortgages, pledges, sets over and ratifies
and confirms unto Harris Trust and Savings Bank, as Trustee, and
to its successors in trust under the Indenture forever, all and
singular the following described properties (in addition to all
other properties heretofore specifically subjected to the lien of
the Indenture and not heretofore released from the lien thereof),
that is to say:
FIRST.
All and singular the rents, real estate, chattels real,
easements, servitudes, and leaseholds and other interests in real
estate of the Company, or which, subject to the provisions of
Article XII of the Original Indenture, the Company may hereafter
acquire, including, among other things, the property described in
Appendix A hereto under the caption ``First'', which description
is hereby incorporated herein by reference and made a part hereof
as if fully set forth herein, together with all improvements of
any type located thereon.
SECOND.
Also all transmission and distribution systems used for the
transmission and distribution of electricity, steam, water, gas
and other agencies for light, heat, cold or power, or any other
purpose whatever, whether underground or overhead or on the
surface or otherwise, of the Company, or which, subject to the
provisions of Article XII of the Original Indenture, the Company
may hereafter acquire, including all poles, posts, wires, cables,
conduits, mains, pipes, tubes, drains, furnaces, switchboards,
transformers, insulators, meters, lamps, fuses, junction boxes,
water pumping stations, regulator stations, town border metering
stations and other electric, steam, water and gas fixtures and
apparatus.
THIRD.
Also all franchises and all permits, ordinances, easements,
privileges and immunities and licenses, all rights to construct,
maintain and operate overhead, surface and underground systems
for the distribution and transmission of electricity, gas, water
or steam for the supply to itself or others of light, heat, cold
or power or any other purpose whatsoever, all rights-of-way, all
waters, water rights and flowage rights and all grants and
consents, now owned by the Company or, subject to the provisions
of Article XII of the Original Indenture, which it may hereafter
acquire.
Also all inventions, patent rights and licenses of every kind now
owned by the Company or, subject to the provisions of Article XII
of the Original Indenture, which it may hereafter acquire.
FOURTH.
Also, subject to the provisions of Article XII of the Original
Indenture, all other property, real, personal and mixed (except
as therein or herein expressly excepted) of every nature and kind
and wheresoever situated now or hereafter possessed by or
belonging to the Company, or to which it is now, or may at any
time hereafter be, in any manner entitled at law or in equity.
FIFTH.
Also, subject to the provisions of Article XII of the Original
Indenture, all property, real, personal or mixed (except as
therein or herein expressly excepted or limited) of every nature
and kind and wheresoever located now possessed by or belonging to
the Company, or to which it is now in any matter entitled at law
or in equity, owned by The Gas Service Company (hereinafter
``GSC'') on July 1, 1985 immediately prior to the merger of GSC
with and into the Company, such property (the ``GSC Properties'')
being (a) identified and referenced, and described, in Appendix B
to the Twenty-Third Supplemental Indenture and in Appendix A
hereto, if any, and (b) deemed to include (i) all betterments,
extensions, improvements, additions, repairs, renewals,
replacements, substitutions and alterations to, upon, for and of
the GSC Properties and all property (including rights,
franchises, licenses, easements, leases and contracts) held or
acquired for use or used upon or in connection with or
appertaining to the GSC Properties or any part thereof; (ii) all
property acquired or constructed with the proceeds of any
insurance on any part of the GSC Properties released from the
lien of this Indenture or taken by exercise of the power of
eminent domain; and (iii) all property acquired to maintain and
preserve and keep the GSC Properties in good repair, working
order and condition, all of which are, for the purpose of
describing and identifying the GSC Properties, fully incorporated
herein by reference thereto.
SIXTH.
Together with all and singular, the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders, tolls, rents, revenues,
issues, income, products and profits thereof, and all the estate,
right, title, interest and claim whatsoever, at law and in
equity, which the Company now has or may hereafter acquire in and
to the aforesaid property and franchises and every part and
parcel thereof.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, all properties of the
character excepted from the lien of the Original Indenture.
TO HAVE AND TO HOLD all said properties, real, personal and
mixed, mortgaged, pledged and conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations hereinabove
referred to, to existing leases other than leases which by their
terms are subordinate to the lien of the Indenture, to existing
liens upon rights-of-way for transmission or distribution line
purposes, as defined in Article I of the Original Indenture; and
any extensions thereof, and subject to existing easements for
streets, alleys, highways, rights-of-way and railroad purposes
over, upon and across certain of the property hereinbefore
described and subject also to all the terms, conditions,
agreements, covenants, exceptions and reservations expressed or
provided in the deeds or other instruments respectively under and
by virtue of which the Company acquired the properties
hereinabove described and to undetermined liens and charges, if
any, incidental to construction or other existing permitted liens
as defined in Article I of the Original Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture, and the indentures supplemental thereto, including
this Thirty-Second Supplemental Indenture, set forth, for the
equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued
thereunder, or any of them, without preference of any of said
Bonds and coupons of any particular series over the Bonds and
coupons of any other series by reason of priority in the time of
issue, sale or negotiation thereof, or by reason of the purpose
of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between
the parties hereto for the benefit of those who shall hold the
Bonds and coupons, or any of them, to be issued under the
Indenture as follows:
ARTICLE I.
Description of Bonds of the Thirty-First and Thirty-Second
Series.
SECTION 1.
The thirty-first and thirty-second series of Bonds to be
executed, authenticated and delivered under and secured by the
Original Indenture shall be Bonds of the Thirty-First and Thirty-
Second Series. The Bonds of the Thirty-First and Thirty-Second
Series shall be designated as ``First Mortgage Bonds, 7-1/2%
Pollution Control Revenue Refunding City of St. Marys Series Due
2032'' and ``First Mortgage Bonds, 7-1/2% Pollution Control
Revenue Refunding City of Wamego Series Due 2032,'' respectively,
of the Company. The Bonds of the Thirty-First and Thirty-Second
Series shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be
subject to, all of the terms, conditions and covenants of the
Original Indenture, as amended, and subject to all the terms,
conditions and covenants of this Supplemental Indenture.
Bonds of the Thirty-First and Thirty-Second Series shall each
mature April 15, 2032 and shall each bear interest at the rate of
seven and a half percent (7-1/2%) per annum payable on the
interest payment date for the St. Marys Refunding Bonds (as
defined below) commencing June 7, 1994, in the case of Bonds of
the Thirty-First Series, and the Wamego Refunding Bonds (as
defined below) commencing June 14, 1994, in the case of Bonds of
the Thirty-Second Series. Every Bond of the Thirty-First and
Thirty-Second Series shall be dated the date of authentication
except that, notwithstanding the provisions of Section 6 of
Article II of the Original Indenture, if any Bond of the Thirty-
First or Thirty Second Series shall be authenticated at any time
subsequent to the record date (as hereinafter in this Section
defined) for any interest payment date but prior to the day
following such interest payment date, it shall be dated as of the
day following such interest payment date, provided, however, that
if at the time of authentication of any Bond of the Thirty-First
or Thirty-Second Series interest shall be in default on any Bonds
of the Thirty-First or Thirty-Second Series, such Bond shall be
dated as of the day following the interest payment date to which
interest has previously been paid in full or made available for
payment in full on outstanding Bonds of the Thirty-First or
Thirty-Second Series, as the case may be, or, if no interest has
been paid or made available for payment, as of the date of
initial authentication and delivery of such Bond. Every Bond of
the Thirty-First Series shall bear interest from the interest
payment date for the St. Marys Refunding Bonds next preceding the
date thereof, unless such Bond of the Thirty-First Series shall
be dated prior to June 7, 1994, in which case it shall bear
interest from April 28, 1994. Every Bond of the Thirty-Second
Series shall bear interest from the interest payment date with
respect to the Wamego Refunding Bonds next preceding the date
thereof, unless such Bond of the Thirty-Second Series shall be
dated prior to June 14, 1994, in which case it shall bear
interest from April 28, 1994.
The person in whose name any Bond of the Thirty-First or Thirty-
Second Series is registered at the close of business on any
record date with regard to any interest payment shall be entitled
to receive the interest payable thereon on such interest payment
date notwithstanding the cancellation of such Bond upon the
transfer or exchange thereof subsequent to such record date and
prior to the day following such interest payment date, unless the
Company shall default in the payment of the interest due on such
interest payment date, in which case such defaulted interest
shall be paid to the person in whose name such Bond is registered
on the date of payment of such defaulted interest. The term
``record date'' as used in this Section with regard to any
interest payment date shall mean the record date with respect to
the St. Marys Refunding Bonds (in the case of the Thirty-First
Series) or the Wamego Refunding Bonds (in the case of the Thirty-
Second Series) next preceding such interest payment date. The
Bonds of the Thirty-First and Thirty-Second Series shall be
payable as to principal, premium, if any, and interest, in any
coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, at
the agency of the Company in the City of Chicago, Illinois.
All Bonds of the Thirty-First Series shall be pledged by the
Company with the St. Marys Trustee (as defined herein) to secure
the payment of the principal of, and up to 7-1/2% per annum of
the interest on the City of St. Marys, Kansas, Pollution Control
Revenue Refunding Bonds (Western Resources, Inc. Project) Series
1994 (referred to herein as the "St. Marys Refunding Bonds")
issued pursuant to the Indenture of Trust, dated as of April 15,
1994 (the "St. Marys Indenture"), from the City of St. Marys,
Kansas, to Chemical Bank, as trustee thereunder (the "St. Marys
Trustee"). The obligation of the Company to make payments with
respect to the principal of and interest on Bonds of the Thirty-
First Series (including without limitation upon redemption
pursuant to Article III of this Supplemental Indenture) 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 St. Marys
Refunding Bonds shall have been fully or partially paid, or there
shall be held by the St. Marys Trustee pursuant to the St. Marys
Indenture sufficient available funds to fully or partially pay
the then due principal of and interest on the St. Marys Refunding
Bonds. The 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-First Series shall have been
fully satisfied and discharged unless and until the Trustee shall
have received a written notice from the St. Marys 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
St. Marys Refunding Bonds required to be made by the Company has
not been made, (ii) that there are not sufficient available funds
held by the St. Marys Trustee pursuant to the St. Marys Indenture
to make such payment and (iii) the amount of funds, in addition
to available funds held by the St. Marys Trustee pursuant to the
St. Marys Indenture, required to make such payment.
Notwithstanding any other provisions of this Supplemental
Indenture, interest on the Bonds of the Thirty-First Series shall
be deemed fully satisfied and discharged as provided herein even
if the interest rate on Bonds of the Thirty-First Series may be
higher or lower than the interest rate on the St. Marys Refunding
Bonds at the time interest on the St. Marys Refunding Bonds is
paid.
All Bonds of the Thirty-Second Series shall be pledged by the
Company with the Wamego Trustee (as defined herein) to secure the
payment of the principal of, and up to 7-1/2% per annum of the
interest on the City of Wamego, Kansas, Pollution Control Revenue
Refunding Bonds (Western Resources, Inc. Project) Series 1994
(referred to herein as the "Wamego Refunding Bonds") issued
pursuant to the Indenture of Trust, dated as of April 15, 1994
(the "Wamego Indenture"), from the City of Wamego, Kansas, to
Chemical Bank, as trustee thereunder (the "Wamego Trustee"). The
obligation of the Company to make payments with respect to the
principal of and interest on Bonds of the Thirty-Second Series
(including without limitation upon redemption pursuant to Article
III of this Supplemental Indenture) 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 Wamego Refunding Bonds shall
have been fully or partially paid, or there shall be held by the
Wamego Trustee pursuant to the Wamego Indenture sufficient
available funds to fully or partially pay the then due principal
of and interest on the Wamego Refunding Bonds. The 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-Second Series shall have been fully satisfied and
discharged unless and until the Trustee shall have received a
written notice from the Wamego 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 Wamego Refunding
Bonds required to be made by the Company has not been made, (ii)
that there are not sufficient available funds held by the Wamego
Trustee pursuant to the Wamego Indenture to make such payment and
(iii) the amount of funds, in addition to available funds held by
the Wamego Trustee pursuant to the Wamego Indenture, required to
make such payment. Notwithstanding any other provisions of this
Supplemental Indenture, interest on the Bonds of the Thirty-
Second Series shall be deemed fully satisfied and discharged as
provided herein even if the interest rate on Bonds of the Thirty-
Second Series may be higher or lower than the interest rate on
the Wamego Refunding Bonds at the time interest on the Wamego
Refunding Bonds is paid.
SECTION 2.
The Bonds of the Thirty-First and Thirty-Second Series shall be
registered bonds without coupons of the denominations of $5,000
and of any multiples of $5,000, numbered consecutively from R1
upwards. Bonds of the Thirty-First and Thirty-Second Series may
each be exchanged for other bonds within their respective Series
in authorized denominations and in the same aggregate principal
amounts, without charge, except for any tax or governmental
charge imposed in connection with such interchange.
SECTION 3.
The Bonds of the Thirty-First Series, and the Trustee's
Certificate with respect thereto, shall be substantially in the
following forms, respectively:
[FORM OF BOND OF THE THIRTY-FIRST SERIES]
This bond is not transferable, except to a successor trustee
under the Indenture of Trust, dated as of April 15, 1994, of the
City of St. Marys, Kansas, to Chemical Bank, as Trustee, or to
effect a substitution of mortgage bonds as permitted under the
Pledge Agreement dated as of April 15, 1994 between Western
Resources, Inc. and Chemical Bank, as Trustee.
WESTERN RESOURCES, INC.
(Incorporated under the laws of the State of
Kansas)
FIRST MORTGAGE BOND, 7-1/2% POLLUTION CONTROL
REVENUE REFUNDING CITY OF ST. MARYS SERIES DUE 2032
DUE APRIL 15, 2032
No. _______ $_________________
WESTERN RESOURCES, INC., a corporation organized and existing
under the laws of the State of Kansas (hereinafter called ``the
Company'', which term shall include any successor corporation as
defined in the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________________________
or registered assigns, on the 15th day of April, 2032, the sum of
________________________ Dollars in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts, and to pay interest thereon
in like coin or currency from the interest payment date with
respect to the St. Marys Refunding Bonds (as defined below) next
preceding the date of this Bond (unless this Bond shall be dated
prior to June 7, 1994, in which case it shall bear interest from
April 28, 1994) at the rate of seven and a half percent (7-1/2%)
per annum, payable on the interest payment date with respect to
the St. Marys Refunding Bonds, commencing June 7, 1994 (on which
date interest from April 28, 1994 will be payable), until
maturity, or, if this Bond shall be duly called for redemption,
until the redemption date, or, if the Company shall default in
the payment of the principal hereof, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned.
The interest payable on any interest payment date as aforesaid
will be paid to the person in whose name this Bond is registered
on the record date established for the St. Marys Refunding Bonds
next preceding such interest payment date, unless the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the person in whose name this Bond is registered on the date
of payment of such defaulted interest. Principal of and premium,
if any, and interest on, this Bond are payable at the agency of
the Company in the City of Chicago, Illinois in immediately
available funds.
This Bond is one of a duly authorized issue of Bonds of the
Company (herein called the ``Bonds''), in unlimited aggregate
principal amount, of the series hereinafter specified, all issued
and to be issued under and equally secured by a Mortgage and Deed
of Trust, dated July 1, 1939, executed by the Company to Harris
Trust and Savings Bank (herein called the ``Trustee''), as
Trustee, as amended by the indentures supplemental thereto
including the indenture supplemental thereto dated as of
April 15, 1994 (herein called the ``Supplemental Indenture''),
between the Company and the Trustee (said Mortgage and Deed of
Trust, as so amended, being herein called the ``Indenture'') to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the properties mortgaged and
pledged, the nature and extent of the security, the rights of the
bearers or registered owners of the Bonds and of the Trustee in
respect thereto, and the terms and conditions upon which the
Bonds are, and are to be, secured. The Bonds may be issued in
series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise
vary as in the Indenture provided. This Bond is one of a series
designated as the ``First Mortgage Bonds, 7-1/2% Pollution
Control Revenue Refunding City of St. Marys Series Due 2032''
(herein called ``Bonds of the Thirty-First Series'') of the
Company, issued under and secured by the Indenture executed by
the Company to the Trustee.
All Bonds of the Thirty-First Series shall be pledged by the
Company with the St. Marys Trustee (as defined herein) to secure
the payment of the principal of, and up to 7-1/2% of the interest
on the City of St. Marys, Kansas, Pollution Control Revenue
Refunding Bonds (Western Resources, Inc. Project) Series 1994
(referred to herein as the "St. Marys Refunding Bonds") issued
pursuant to the Indenture of Trust, dated as of April 15, 1994
(the "St. Marys Indenture"), from the City of St. Marys, Kansas,
to Chemical Bank, as trustee thereunder (the "St. Marys
Trustee"). The obligation of the Company to make payments with
respect to the principal of and interest on Bonds of the Thirty-
First Series (including without limitation upon redemption
pursuant to Article III of the Supplemental Indenture) 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 St. Marys
Refunding Bonds shall have been fully or partially paid, or there
shall be held by the St. Marys Trustee pursuant to the St. Marys
Indenture sufficient available funds to fully or partially pay
the then due principal of and interest on the St. Marys Refunding
Bonds. The 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-First Series shall have been
fully satisfied and discharged unless and until the Trustee shall
have received a written notice from the St. Marys 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
St. Marys Refunding Bonds required to be made by the Company has
not been made, (ii) that there are not sufficient available funds
held by the St. Marys Trustee pursuant to the St. Marys Indenture
to make such payment and (iii) the amount of funds, in addition
to available funds held by the St. Marys Trustee pursuant to the
St. Marys Indenture, required to make such payment.
Notwithstanding any other provisions of this Bond or the
Supplemental Indenture, interest on the Bonds of the Thirty-First
Series shall be deemed fully satisfied and discharged as provided
herein and therein even if the interest rate on Bonds of the
Thirty-First Series may be higher or lower than the interest rate
on the St. Marys Refunding Bonds at the time interest on the St.
Marys Refunding Bonds is paid.
To the extent permitted by, and as provided in the Indenture,
modifications or alterations of the Indenture or of any indenture
supplemental thereto, and of the rights and obligations of the
Company and of the holders of the Bonds and coupons, may be made
with the consent of the Company by an affirmative vote of not
less than 80% in principal amount of the Bonds entitled to vote
then outstanding, at a meeting of Bondholders called and held as
provided in the Indenture or, in lieu of a meeting, by written
consent received by the Trustee of holders of 80% or more in
principal amount of Bonds outstanding, and by an affirmative vote
or written consent of not less than 80% in principal amount of
the Bonds of any series entitled to vote or consent then
outstanding and affected by such modification or alteration, in
case one or more but less than all of the series of Bonds then
outstanding under the Indenture are so affected. The Company has
reserved the right to amend the Indenture without any consent or
other action by holders of any series of Bonds created after June
1, 1975, including Bonds of the Thirty-First Series, to provide
that the Indenture may be modified or altered with the consent of
the holders of 60% in aggregate principal amount of the Bonds and
if less than all series of Bonds are affected with the consent
also of the holders of 60% in aggregate principal amount of the
Bonds of each series so affected. No modification or alteration
shall be made which will affect the terms of payment of the
principal of or premium, if any, or interest on, this Bond, which
are unconditional. The Company has also reserved the right to
make certain amendments to the Indenture, without any consent or
other action by holders of the Bonds of this series, to the
extent necessary from time to time to qualify the Indenture under
the Trust Indenture Act of 1939, all as more fully provided in
the Indenture.
The Bonds of the Thirty-First Series are subject to redemption as
provided in the Supplemental Indenture.
In case an event of default, as defined in the Indenture, shall
occur, the principal of all of the Bonds at any such time
outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders
of a majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in
person or by duly authorized attorney, on the books of the
Company to be kept for that purpose at the agency of the Company
in the City of Chicago, Illinois, upon surrender and cancellation
of this Bond and on presentation of a duly executed written
instrument of transfer, and thereupon a new registered Bond or
Bonds of the same series, of the same aggregate principal amount
and in authorized denominations will be issued to the transferee
or transferees in exchange herefor; and this Bond, with or
without others of like form and series, may in like manner be
exchanged for one or more new registered Bonds of the same series
of other authorized denominations but of the same aggregate
principal amount; all upon payment of the charges and subject to
the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Bond, or for any claim based
hereon or on the Indenture or any indenture supplemental thereto,
against any incorporator, or against any stockholder, director or
officer, past, present or future, of the Company, or of any
predecessor or successor corporation, as such, either directly or
through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part
of the consideration for the issue hereof, and being likewise
released by the terms of the Indenture.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until Harris Trust and Savings
Bank, the Trustee under the Indenture, or a successor trustee
thereto under the Indenture, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, WESTERN RESOURCES, INC. has caused this Bond
to be signed in its name by its Chairman of the Board, President
and Chief Executive Officer or a Vice President, manually or by
facsimile, and its corporate seal (or a facsimile thereof) to be
hereto affixed and attested by its Secretary or an Assistant
Secretary, manually or by facsimile.
Dated:
WESTERN RESOURCES, INC.
By_____________________
Attest:
____________________________
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the series designated herein,
described in the within-mentioned Mortgage and Deed of Trust of
July 1, 1939 and Supplemental Indenture dated as of April 15 ,
1994.
HARRIS TRUST AND SAVINGS BANK,
Trustee,
By__________________________
SECTION 4.
The Bonds of the Thirty-Second Series, and the Trustee's
Certificate with respect thereto, shall be substantially in the
following forms, respectively:
[FORM OF BOND OF THE THIRTY-SECOND SERIES]
This bond is not transferable, except to a successor trustee
under the Indenture of Trust, dated as of April 15, 1994, of the
City of Wamego, Kansas, to Chemical Bank, as Trustee, or to
effect a substitution of mortgage bonds as permitted under the
Pledge Agreement dated as of April 15, 1994 between Western
Resources, Inc. and Chemical Bank, as Trustee.
WESTERN RESOURCES, INC.
(Incorporated under the laws of the State of Kansas)
FIRST MORTGAGE BOND, 7-1/2% POLLUTION CONTROL
REVENUE REFUNDING CITY OF WAMEGO SERIES DUE 2032
Due April 15, 2032
No. _______ $_________________
WESTERN RESOURCES, INC., a corporation organized and existing
under the laws of the State of Kansas (hereinafter called ``the
Company'', which term shall include any successor corporation as
defined in the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________________________
or registered assigns, on the 15th day of April, 2032, the sum of
________________________ Dollars in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts, and to pay interest thereon
in like coin or currency from the interest payment date with
respect to the Wamego Refunding Bonds (as defined below) next
preceding the date of this Bond (unless this Bond shall be dated
prior to June 14, 1994, in which case it shall bear interest from
April 28, 1994) at the rate of seven and a half percent (7-1/2%)
per annum, payable on the interest payment date with respect to
the Wamego Refunding Bonds, commencing June 14, 1994 (on which
date interest from April 28, 1994 will be payable), until
maturity, or, if this Bond shall be duly called for redemption,
until the redemption date, or, if the Company shall default in
the payment of the principal hereof, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned.
The interest payable on any interest payment date as aforesaid
will be paid to the person in whose name this Bond is registered
on the record date established for the Wamego Refunding Bonds
next preceding such interest payment date, unless the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the person in whose name this Bond is registered on the date
of payment of such defaulted interest. Principal of and premium,
if any, and interest on, this Bond are payable at the agency of
the Company in the City of Chicago, Illinois in immediately
available funds.
This Bond is one of a duly authorized issue of Bonds of the
Company (herein called the ``Bonds''), in unlimited aggregate
principal amount, of the series hereinafter specified, all issued
and to be issued under and equally secured by a Mortgage and Deed
of Trust, dated July 1, 1939, executed by the Company to Harris
Trust and Savings Bank (herein called the ``Trustee''), as
Trustee, as amended by the indentures supplemental thereto
including the indenture supplemental thereto dated as of
April 15, 1994 (herein called the ``Supplemental Indenture''),
between the Company and the Trustee (said Mortgage and Deed of
Trust, as so amended, being herein sometimes called the
``Indenture'') to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the
properties mortgaged and pledged, the nature and extent of the
security, the rights of the bearers or registered owners of the
Bonds and of the Trustee in respect thereto, and the terms and
conditions upon which the Bonds are, and are to be, secured. The
Bonds may be issued in series, for various principal sums, may
mature at different times, may bear interest at different rates
and may otherwise vary as in the Indenture provided. This Bond
is one of a series designated as the ``First Mortgage Bonds, 7-
1/2% Pollution Control Revenue Refunding City of Wamego Series
Due 2032'' (herein called ``Bonds of the Thirty-Second Series'')
of the Company, issued under and secured by the Indenture
executed by the Company to the Trustee.
All Bonds of the Thirty-Second Series shall be pledged by the
Company with the Wamego Trustee (as defined herein) to secure the
payment of the principal of, and up to 7-1/2% per annum of the
interest on the City of Wamego, Kansas, Pollution Control Revenue
Refunding Bonds (Western Resources, Inc. Project) Series 1994
(referred to herein as the "Wamego Refunding Bonds") issued
pursuant to the Indenture of Trust, dated as of April 15, 1994
(the "Wamego Indenture"), from the City of Wamego, Kansas, to
Chemical Bank, as trustee thereunder (the "Wamego Trustee"). The
obligation of the Company to make payments with respect to the
principal of and interest on Bonds of the Thirty-Second Series
(including without limitation upon redemption pursuant to Article
III of the Supplemental Indenture) 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 Wamego Refunding Bonds shall
have been fully or partially paid, or there shall be held by the
Wamego Trustee pursuant to the Wamego Indenture sufficient
available funds to fully or partially pay the then due principal
of and interest on the Wamego Refunding Bonds. The 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-Second Series shall have been fully satisfied and
discharged unless and until the Trustee shall have received a
written notice from the Wamego 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 Wamego Refunding
Bonds required to be made by the Company has not been made, (ii)
that there are not sufficient available funds held by the Wamego
Trustee pursuant to the Wamego Indenture to make such payment and
(iii) the amount of funds, in addition to available funds held by
the Wamego Trustee pursuant to the Wamego Indenture, required to
make such payment. Notwithstanding any other provisions of this
Bond or the Supplemental Indenture, interest on the Bonds of the
Thirty-Second Series shall be deemed fully satisfied and
discharged as provided herein and therein even if the interest
rate on Bonds of the Thirty-Second Series may be higher or lower
than the interest rate on the Wamego Refunding Bonds at the time
interest on the Wamego Refunding Bonds is paid.
To the extent permitted by, and as provided in the Indenture,
modifications or alterations of the Indenture or of any indenture
supplemental thereto, and of the rights and obligations of the
Company and of the holders of the Bonds and coupons, may be made
with the consent of the Company by an affirmative vote of not
less than 80% in principal amount of the Bonds entitled to vote
then outstanding, at a meeting of Bondholders called and held as
provided in the Indenture or, in lieu of a meeting, by written
consent received by the Trustee of holders of 80% or more in
principal amount of Bonds outstanding, and by an affirmative vote
or written consent of not less than 80% in principal amount of
the Bonds of any series entitled to vote or consent then
outstanding and affected by such modification or alteration, in
case one or more but less than all of the series of Bonds then
outstanding under the Indenture are so affected. The Company has
reserved the right to amend the Indenture without any consent or
other action by holders of any series of Bonds created after June
1, 1975, including Bonds of the Thirty-Second Series, to provide
that the Indenture may be modified or altered with the consent of
the holders of 60% in aggregate principal amount of the Bonds and
if less than all series of Bonds are affected with the consent
also of the holders of 60% in aggregate principal amount of the
Bonds of each series so affected. No modification or alteration
shall be made which will affect the terms of payment of the
principal of or premium, if any, or interest on, this Bond, which
are unconditional. The Company has also reserved the right to
make certain amendments to the Indenture, without any consent or
other action by holders of the Bonds of this series, to the
extent necessary from time to time to qualify the Indenture under
the Trust Indenture Act of 1939, all as more fully provided in
the Indenture.
The Bonds of the Thirty-Second Series are subject to redemption
as provided in the Supplemental Indenture.
In case an event of default, as defined in the Indenture, shall
occur, the principal of all of the Bonds at any such time
outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders
of a majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in
person or by duly authorized attorney, on the books of the
Company to be kept for that purpose at the agency of the Company
in the City of Chicago, Illinois, upon surrender and cancellation
of this Bond and on presentation of a duly executed written
instrument of transfer, and thereupon a new registered Bond or
Bonds of the same series, of the same aggregate principal amount
and in authorized denominations will be issued to the transferee
or transferees in exchange herefor; and this Bond, with or
without others of like form and series, may in like manner be
exchanged for one or more new registered Bonds of the same series
of other authorized denominations but of the same aggregate
principal amount; all upon payment of the charges and subject to
the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Bond, or for any claim based
hereon or on the Indenture or any indenture supplemental thereto,
against any incorporator, or against any stockholder, director or
officer, past, present or future, of the Company, or of any
predecessor or successor corporation, as such, either directly or
through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part
of the consideration for the issue hereof, and being likewise
released by the terms of the Indenture.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until Harris Trust and Savings
Bank, the Trustee under the Indenture, or a successor trustee
thereto under the Indenture, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, WESTERN RESOURCES, INC. has caused this Bond
to be signed in its name by its Chairman of the Board, President
and Chief Executive Officer or a Vice President, manually or by
facsimile, and its corporate seal (or a facsimile thereof) to be
hereto affixed and attested by its Secretary or an Assistant
Secretary, manually or by facsimile.
Dated:
WESTERN RESOURCES, INC.
By____________________
Attest:
____________________________
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the series designated herein,
described in the within-mentioned Mortgage and Deed of Trust of
July 1, 1939 and Supplemental Indenture dated as of April 15,
1994.
HARRIS TRUST AND SAVINGS BANK,
Trustee,
By_________________________
SECTION 5. Until Bonds of the Thirty-First and Thirty-Second
Series in definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver, in lieu thereof, Bonds of the Thirty-
First and Thirty-Second Series in temporary form, as provided in
Section 9 of Article II of the Original Indenture.
ARTICLE II.
Issue of Bonds of the Thirty-First and Thirty-Second Series.
SECTION 1. The total principal amount of Bonds of the Thirty-
First and Thirty-Second Series which may be authenticated and
delivered hereunder is not limited except as the Original
Indenture and this Supplemental Indenture limit the principal
amount of Bonds which may be issued thereunder.
SECTION 2. Bonds of the Thirty-First and Thirty-Second Series
for the aggregate principal amount of Forty-Five Million Dollars
($45,000,000) and Thirty Million Five Hundred Thousand Dollars
($30,500,000), respectively, may forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered (either before or after the filing
or recording hereof) to or upon the order of the Company, upon
receipt by the Trustee of the resolutions, certificates,
instruments and opinions required by Article III and Article
XVIII of the Original Indenture, as amended.
ARTICLE III.
Redemption.
SECTION 1. Upon the redemption, in whole or in part, of the St.
Marys Refunding Bonds, Bonds of the Thirty-First Series shall be
redeemed in whole or in like part. To effect the redemption of
Bonds of the Thirty-First Series, the St. Marys Trustee shall
deliver to the Trustee (and mail a copy thereof to the Company) a
written demand (hereinafter referred to as a ``St. Marys
Redemption Demand'') for the redemption of Bonds of the Thirty-
First Series equal in principal amount to the principal amount of
the St. Marys Refunding Bonds to be redeemed. The St. Marys
Redemption Demand shall be signed by the President, a Vice
President, an Assistant Vice President or a Trust Officer of the
St. Marys Trustee and shall state: (1) the aggregate principal
amount of the St. Marys Refunding Bonds then outstanding under
the St. Marys Indenture; (2) the principal amount of the St.
Marys Refunding 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 St. Marys
Indenture; (5) in the case of an optional redemption of the St.
Marys Refunding Bonds, that the Company has informed the
St. Marys Trustee that the Company intends to deposit sufficient
available funds with the St. Marys Trustee pursuant to the St.
Marys Indenture to effect such redemption; and (6) that the
Trustee is thereby instructed to call for redemption Bonds of the
Thirty-First Series equal in principal amount to the principal
amount of the St. Marys Bonds specified in (2) above. The St.
Marys Redemption Demand shall also contain a waiver of notice of
such redemption by the St. Marys Trustee, as holder of all Bonds
of the Thirty-First Series then outstanding. The Trustee may
conclusively presume the statements contained in the St. Marys
Redemption Demand to be correct.
Except as provided in the next sentence, redemption of Bonds of
the Thirty-First 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. In the event the St. Marys
Refunding Bonds bear interest at a Long-Term Interest Rate (as
defined in the St. Marys Indenture), the Bonds of the Thirty-
First Series will be redeemable as follows: If the St. Marys
Refunding Bonds bear interest at the Long-Term MATES Rate (as
defined in the St. Marys Indenture), the Bonds of the Thirty-
First Series shall be redeemable at the same percentages of their
principal amount and during the same call periods as are
established under the St. Marys Indenture, plus accrued interest
to the date of redemption. If, on the date the St. Marys
Refunding Bonds begin to bear a Long-Term Interest Rate
(``Effective Date''), the length of the Long-Term Interest Rate
Period falls within one of the entries in the Long-Term Interest
Rate Period column, the Bonds of the Thirty-First Series will not
be redeemable for the number of years after the Effective Date
shown in the No-call Period column. After the No-call Period,
the Bonds of the Thirty-First Series may be redeemed at the
percentage of the principal amount shown in the Initial Premium
column. The premium will decline every six months by one-half of
one percentage point until the Bonds of the Thirty-First Series
are redeemable without premium.
Long-Term Interest Rate Period
But Less Than No-Call Initial
Greater Than Or Equal To Period Premium
15 years N/A 10 years 102 %
10 years 15 years 7 years 101.5
7 years 10 years 5 years 101
4 years 7 years 3 years 101
3 years 4 years 2 years 100.5
2 years 3 years 1 year 100.5
1 year 2 years 1 year 100
The Company hereby covenants that it shall notify the Trustee no
later than thirty days after the date, if any, on which the St.
Marys Refunding Bonds commence bearing a Long-Term Interest Rate,
such notice to set forth the Long-Term Interest Rate Period then
in effect for the St. Marys Refunding Bonds; and of any change to
the redemption table if different from above.
The Company hereby covenants that if a St. Marys Redemption
Demand shall be delivered to the Trustee, the Company, except as
otherwise provided in Section 1 of Article I of this Supplemental
Indenture, will deposit, on or before the redemption date, with
the Trustee, in accordance with Article V of the Indenture, an
amount in cash sufficient to redeem the Bonds of the Thirty-First
Series so called for redemption.
SECTION 2.
Upon the redemption, in whole or in part, of the City of Wamego
Refunding Bonds, Bonds of the Thirty-Second Series shall be
redeemed in whole or in like part. To effect the redemption of
Bonds of the Thirty-Second Series, the Wamego Trustee under the
Wamego Indenture shall deliver to the Trustee (and mail a copy
thereof to the Company) a written demand (hereinafter referred to
as a ``Wamego Redemption Demand'') for the redemption of Bonds of
the Thirty-Second Series equal in principal amount to the
principal amount of the Wamego Refunding Bonds to be redeemed.
The Wamego Redemption Demand shall be signed by the President, a
Vice President, an Assistant Vice President or a Trust Officer of
the Wamego Trustee and shall state: (1) the aggregate principal
amount of the Wamego Refunding Bonds then outstanding under the
Wamego Indenture; (2) the principal amount of the Wamego
Refunding 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 Wamego
Indenture; (5) in the case of an optional redemption of the
Wamego Refunding Bonds, that the Company has informed the Wamego
Trustee that the Company intends to deposit sufficient available
funds with the Wamego Trustee pursuant to the Wamego Indenture to
effect such redemption; and (6) that the Trustee is thereby
instructed to call for redemption Bonds of the Thirty-Second
Series equal in principal amount to the principal amount of the
Wamego Refunding Bonds specified in (2) above. The Wamego
Redemption Demand shall also contain a waiver of notice of such
redemption by the Wamego Trustee, as holder of all Bonds of the
Thirty-Second Series then outstanding. The Trustee may
conclusively presume the statements contained in the Wamego
Redemption Demand to be correct.
Except as provided in the next sentence, redemption of Bonds of
the Thirty-Second 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. In the event the Wamego
Refunding Bonds bear interest at a Long-Term Interest Rate (as
defined in the Wamego Indenture), the Bonds of the Thirty-Second
Series will be redeemable as follows: If the Wamego Refunding
Bonds bear interest at the Long-Term MATES Rate (as defined in
the Wamego Indenture), the Bonds of the Thirty-Second Series
shall be redeemable at the same percentages of their principal
amount and during the same call periods as are established under
the Wamego Indenture, plus accrued interest to the date of
redemption. If, on the date the Wamego Refunding Bonds begin to
bear a Long-Term Interest Rate (``Effective Date''), the length
of the Long-Term Interest Rate Period falls within one of the
entries in the Long-Term Interest Rate Period column, the Bonds
of the Thirty-Second Series will not be redeemable for the number
of years after the Effective Date shown in the No-call Period
column. After the No-call Period, the Bonds may be redeemed at
the percentage of the principal amount shown in the Initial
Premium column. The premium will decline every six months by
one-half of one percentage point until the Bonds of the Thirty-
Second Series are redeemable without premium.
Long-Term Interest Rate Period
But Less Than No-Call Initial
Greater Than Or Equal To Period Premium
15 years N/A 10 years 102 %
10 years 15 years 7 years 101.5
7 years 10 years 5 years 101
4 years 7 years 3 years 101
3 years 4 years 2 years 100.5
2 years 3 years 1 year 100.5
1 year 2 years 1 year 100
The Company hereby covenants that it shall notify the Trustee no
later than thirty days after the date, if any, on which the
Wamego Refunding Bonds commence bearing a Long-Term Interest
Rate, such notice to set forth the Long-Term Interest Rate Period
then in effect for the Wamego Refunding Bonds; and of any change
to the redemption table if different from above.
The Company hereby covenants that if a Wamego Redemption Demand
shall be delivered to the Trustee, the Company, except as
otherwise provided in Section 1 of Article I of this Supplemental
Indenture, will deposit, on or before the redemption date, with
the Trustee, in accordance with Article V of the Indenture, an
amount in cash sufficient to redeem the Bonds of the Thirty-
Second Series so called for redemption.
SECTION 3.
The Bonds of the Thirty-First and Thirty-Second Series shall be
redeemable pursuant to Section 8 of Article VIII of the Original
Indenture, from time to time prior to maturity subject to the
terms and conditions of Section 1 and Section 2, respectively, of
this Article II.
SECTION 4.
The provisions of Article V of the Original Indenture shall be
applicable to redemptions of Bonds of the Thirty-First and
Thirty-Second Series pursuant to the provisions of Section 1 or 2
of this Article III; provided, however, that with respect to any
redemption of Bonds of the Thirty-First and Thirty-Second Series
pursuant to such Section 1 or 2, an election to redeem shall be
made in the manner provided in such Section 1 or 2, respectively,
and notice of redemption shall be given or waived as provided in
such Section 1 or 2, respectively. The principal amount of Bonds
of the Thirty-First or Thirty-Second Series to be redeemed on any
partial redemption shall be an authorized denomination thereof.
SECTION 5.
Any Bonds of the Thirty-First or Thirty-Second Series redeemed
pursuant to Section 1 or 2 of this Article III are hereby
expressly permitted to be used as refundable Bonds for the
execution, authentication and delivery of additional Bonds
pursuant to Section 6 of Article III of the Original Indenture.
SECTION 6.
Any written notice to the Trustee from the St. Marys Trustee or
the Wamego Trustee shall be signed by an officer of the St. Marys
Trustee or the Wamego Trustee, as the case may be, duly
authorized by such purpose.
ARTICLE IV.
Additional Covenants.
The Company hereby covenants, warrants and agrees:
SECTION 1.
That the Company is lawfully seized and possessed of all of the
mortgaged property described in the granting clauses of this
Supplemental Indenture; that it has good, right and lawful
authority to mortgage the same as provided in this Supplemental
Indenture; and that such mortgaged property is, at the actual
date of the initial issue of the Bonds of the Thirty-First and
Thirty-Second Series, free and clear of any deed of trust,
mortgage, lien, charge or encumbrance thereon or affecting the
title thereto prior to the Indenture, except as set forth in the
granting clauses of the Original Indenture, the Fifteenth
Supplemental Indenture, the Eighteenth Supplemental Indenture,
the Twenty-Sixth Supplemental Indenture, the Twenty-Eighth
Supplemental Indenture, the Twenty-Ninth Supplemental Indenture,
the Thirtieth Supplemental Indenture, the Thirty-First
Supplemental Indenture or this Supplemental Indenture.
SECTION 2.
So long as any Bonds of the Thirty-First or Thirty-Second Series
are outstanding, in the event that all or substantially all of
the gas properties (either with or without including the gas
property in the City of Atchison, Kansas) shall have been
released as an entirety from the lien of the Original Indenture,
the Company will, at any time or from time to time within six
months after the date of such release, retire Bonds outstanding
under the Original Indenture in an aggregate principal amount
equal to the lesser of
(a)the fair value of the gas properties so released
pursuant to Section 3 of Article VII of the Original
Indenture, as stated in the engineer's certificate
required by Section 3(b) of said Article VII, and the
proceeds of the gas properties so released pursuant to
Section 5 of said Article VII, less the amount of moneys,
deposited with the Trustee pursuant to Section 3(d), 4(d)
and 5 of said Article VII on such release, withdrawn or
reduced pursuant to Section 1 of Article VIII of the
Original Indenture simultaneously with or within three
months after such release; or
(b)the greater of
(i)Nine Million Dollars ($9,000,000) plus One
Hundred Seventy-Five Thousand Dollars ($175,000) for
each full year (disregarding any period less than a
full year) beginning with July 1, 1949, and ending
on the date of such release, less One Million Seven
Hundred Thousand Dollars ($1,700,000), or
(ii)One-half of the fair value of the gas properties
so released, as stated in the engineer's certificate
required by Section 3(b) of Article VII of the
Original Indenture, and one-half of the proceeds of
the gas properties so released pursuant to Section 5
of said Article VII.
Such retirement of Bonds shall be effected in either one or
both of the following methods:
(aa)By the withdrawal pursuant to Section 2 of Article
VIII of the Original Indenture of any moneys deposited
with the Trustee pursuant to Sections 3(d), 4(d) and 5 of
Article VII of the Original Indenture upon such release;
or
(bb)By causing the Trustee to purchase or redeem bonds,
pursuant to Section 8 of Article VIII of the Original
Indenture, out of any moneys deposited with the Trustee
pursuant to Sections 3(d), 4(d) and 5 of Article VII of
the Original Indenture upon such release.
SECTION 3.
So long as any Bonds of the Thirty-First or Thirty-Second Series
are outstanding, in the event all or substantially all of the
electric properties shall have been released as an entirety from
the lien of the Original Indenture, the Company will, at any time
or from time to time within six months after the date of such
release, retire Bonds outstanding under the Original Indenture in
an aggregate principal amount equal to the fair value of the
electric properties so released pursuant to Section 3 of Article
VII of the Original Indenture, as stated in the engineer's
certificate required by Section 3(b) of said Article VII, and the
proceeds of the electric properties so released pursuant to
Section 5 of said Article VII. Such retirement of Bonds shall be
effected in either one or both of the following methods:
(a)By the withdrawal pursuant to Section 2 of Article VIII
of the Original Indenture of any moneys deposited with the
Trustee pursuant to Sections 3(d), 4(d) and 5 of Article
VII of the Original Indenture upon such release; or
(b)By causing the Trustee to purchase or redeem bonds,
pursuant to Section 8 of Article VIII of the Original
Indenture, out of any moneys deposited with the Trustee
pursuant to Sections 3(d), 4(d) and 5 of Article VII of
the Original Indenture upon such release.
The Bonds to be so retired shall include a principal amount of
Bonds of each Series then outstanding in the same ratio to the
aggregate principal amount of all Bonds so retired as the
aggregate principal amount of all Bonds of each Series
outstanding immediately prior to such release bears to the total
principal amount of all Bonds then outstanding.
SECTION 4.
Subject to the provisions of the fourth and fifth paragraphs of
Section 1 of Article I of this Supplemental Indenture, the
Company hereby covenants, warrants and agrees that it will
punctually pay or cause to be paid the principal, premium, if
any, and interest to become due in respect of all the Bonds of
the Thirty-First and Thirty-Second Series according to the
respective terms thereof.
ARTICLE V.
Amendments of Ratio of Bonds Issuable to Property Additions and
of Certain Other Ratios. Amendment of Net Earnings Test.
Use of Facsimile Signatures. Reservation of Right to Amend
Article XV.
SECTION 1.
So long as any of the Bonds of the Thirty-First or Thirty-Second
Series shall remain outstanding:
(1) Notwithstanding the provisions of Section 4 of Article III of
the Original Indenture, no Bonds shall be authenticated and
delivered pursuant to the provisions of Article III of the
Original Indenture and issued upon the basis of net bondable
value of property additions for an aggregate principal amount in
excess of sixty percent (60%) of the net bondable value of
property additions not subject to an unfunded prior lien.
For the purposes of Subsections (e) and (f) of the definition of
``net bondable value of property additions not subject to an
unfunded prior lien'', contained in Article I of the Original
Indenture, and Subdivisions 8 and 9 of clause (a) of Section 4 of
Article III of the Original Indenture, in all computations made
with respect to a period subsequent to April 1, 1949, the
deductions therein referred to shall in each case be ten-sixths
(10/6ths) of the respective amounts mentioned, in lieu of ten-
sevenths (10/7ths).
(2) Notwithstanding the provisions of Section 3(a) of Article
VIII of the Original Indenture, no moneys received by the Trustee
pursuant to Section 5(a) of Article III of the Original Indenture
shall be paid over by the Trustee in an amount in excess of sixty
percent (60%) of the net bondable value of property additions not
subject to an unfunded prior lien, and for the purposes of
Section 3 of Article VII of the Original Indenture, the amount of
cash required to be deposited by the Company pursuant to
Subsection (d) of said Section 3 of Article VII, shall not be
reduced in an amount in excess of sixty percent (60%) of the net
bondable value of property additions not subject to an unfunded
prior lien.
(3) For the purposes of clauses (c) and (d) of the definition of
``net bondable value of property additions subject to an unfunded
prior lien'', contained in Article I of the Original Indenture,
and Subsection 7 of clause (a) of Section 4 of Article III of the
Original Indenture, in all computations made with respect to a
period subsequent to April 1, 1949, the deductions therein
referred to shall in each case be ten-sixths (10/6ths) of the
respective amounts mentioned, in lieu of ten-sevenths (10/7ths).
(4) Subsection (a) of Section 14, clauses (1) and (2) of
Subsection (a) of Section 16 of Article IV and clause (1) of
Subsection (b) of Section 1 of Article XII of the Original
Indenture shall be deemed amended by substituting the words
``sixty percent (60%)'' for ``seventy percent (70%)'' where they
appear in said provisions of the Original Indenture.
(5) The definition of the term ``net earnings available for
interest, depreciation and property retirement'', as contained in
Article I of the Original Indenture, shall be deemed to mean the
net earnings of the Company ascertained as follows:
(a) The total operating revenues of the Company and the
net non-operating revenues of the properties of the
Company shall be ascertained.
(b) From the total, determined as provided in Subsection
(a), there shall be deducted all operating expenses,
including all salaries, rentals, insurance, license and
franchise fees, expenditures for repairs and maintenance,
taxes (other than income, excess profits and other taxes
measured by or dependent on net taxable income),
depreciation as shown on the books of the Company or an
amount equal to the minimum provision for depreciation as
hereinafter defined, whichever is greater, but excluding
all property retirement appropriations, all interest and
sinking fund charges, amortization of stock and debt
discount and expense or premium and further excluding any
charges to income or otherwise for the amortization of
plant or property accounts or of amounts transferred
therefrom.
(c) The balance remaining after the deduction of the total
amount computed pursuant to Subsection (b) from the total
amount computed pursuant to Subsection (a) shall
constitute the ``net earnings of the Company available for
interest'', provided that not more than fifteen percent
(15%) of the net earnings of the Company available for
interest may consist of the aggregate of (i) net non-
operating income, (ii) net earnings from mortgaged
property other than property of the character of property
additions and (iii) net earnings from property not subject
to the lien of this Indenture.
(d) No income received or accrued by the Company from
securities and no profits or losses from the sale of
capital assets shall be included in making the
computations aforesaid.
(e) In case the Company shall have acquired any acquired
plant or systems or shall have been consolidated or merged
with any other corporation, within or after the particular
period for which the calculation of net earnings of the
Company available for interest, depreciation and property
retirement is made, then, in computing the net earnings of
the Company available for interest, depreciation and
property retirement, there may be included, to the extent
they may not have been otherwise included, the net
earnings or net losses of such acquired plant or system or
of such other corporation, as the case may be, for the
whole of such period. The net earnings or net losses of
such property additions, or of such other corporation for
the period preceding such acquisition or such
consolidation or merger, shall be ascertained and computed
as provided in the foregoing subsections of this
definition as if such acquired plant or system had been
owned by the Company during the whole of such period, or
as if such other corporation had been consolidated or
merged with the Company prior to the first day of such
period.
(f) In case the Company shall have obtained the release of
any property pursuant to Section 3 of Article VII of the
Original Indenture, of a fair value in excess of Five
Hundred Thousand Dollars ($500,000), as shown by the
engineer's certificate required by said Section 3, or
shall have obtained the release of any property pursuant
to Section 5 of Article VII of the Original Indenture, the
proceeds of which shall have exceeded Five Hundred
Thousand Dollars ($500,000), within or after the
particular period for which the calculation of net
earnings of the Company available for interest,
depreciation and property retirement is made, then, in
computing the net earnings of the Company available for
interest, depreciation and property retirement, the net
earnings or net losses of such property for the whole of
such period shall be excluded to the extent practicable on
the basis of actual earnings and expenses of such property
or on the basis of such estimates of the earnings and
expenses of such property as the signers of an officers'
certificate filed with the Trustee pursuant to Section
3(b) of Article III or Section 16 of Article IV of the
Original Indenture shall deem proper.
The term ``minimum charge for depreciation'' as used
herein shall mean an amount equal to (a) fifteen percent
(15%) of the total operating revenues of the Company after
deducting therefrom an amount equal to the aggregate cost
to the Company of electric energy, gas and water purchased
for resale to others and rentals paid for, or other
payments made for the use of, property owned by others and
leased to or operated by the Company, the maintenance of
which and depreciation on which are borne by the owners,
less (b) an amount equal to the expenditures for
maintenance and repairs to the plants and property of the
Company and included or reflected in its operating expense
accounts.
The terms ``net earnings of property available for
interest, depreciation and property retirement'' and ``net
earnings of another corporation available for interest,
depreciation and property retirement'' as contained in
Article I of the Original Indenture, when used with
respect to any property or with respect to another
corporation, shall mean the net earnings of such property
or the net earnings of such other corporation, as the case
may be, computed in the manner provided in Subsections
(a), (b), (c) and (d) hereof.
(6) Notwithstanding the provisions of clauses (1) and (2) of
subsection (b) of Article III, and Subsection (b) of Section 14
of Article IV, and Subsection (b) of Section 16 of Article IV and
clause (2) of Subsection (b) of Section 1 of Article XII of the
Original Indenture, the computation of net earnings required
therein shall be made as provided in Subsection (5) of this
Section 1, and the net earnings tests required in said mentioned
provisions of Articles III, IV and XII of the Original Indenture
shall be based on two times the annual interest charges described
in such provisions, instead of two and one-half times such
charges, but shall not otherwise affect such provisions or
relieve from the requirements therein pertaining to ten percent
(10%) of the principal amount of bonds therein described.
SECTION 2.
All of the Bonds of the Thirty-First and Thirty-Second Series and
of any series initially issued after the initial issuance of
Bonds of the Thirty-First and Thirty-Second Series shall, from
time to time, be executed on behalf of the Company by its
Chairman of the Board, President and Chief Executive Officer or
one of its Vice Presidents whose signature, notwithstanding the
provisions of Section 12 of Article II of the Original Indenture,
may be by facsimile, and its corporate seal (which may be in
facsimile) shall be thereunto affixed and attested by its
Secretary or one of its Assistant Secretaries whose signature,
notwithstanding the provisions of the aforesaid Section 12, may
be by facsimile.
In case any of the officers who have signed or sealed any of the
Bonds of the Thirty-First or Thirty-Second Series or of any
series initially issued after the initial issuance of Bonds of
the Thirty-First or Thirty-Second Series manually or by facsimile
shall cease to be such officers of the Company before such Bonds
so signed and sealed shall have been actually authenticated by
the Trustee or delivered by the Company, such Bonds nevertheless
may be authenticated, issued and delivered with the same force
and effect as though the person or persons who so signed or
sealed such Bonds had not ceased to be such officer or officers
of the Company; and also any such Bonds may be signed or sealed
by manual or facsimile signature on behalf of the Company by such
persons as at the actual date of the execution of any of such
Bonds shall be the proper officers of the Company, although at
the nominal date of any such Bond any such person shall not have
been such officer of the Company.
SECTION 3.
The Company reserves the right, subject to appropriate corporate
action, but without consent or other action by holders of bonds
of any series created after June 1, 1975, to make such amendments
to the Original Indenture, as supplemented, as shall be necessary
in order to amend Article XV thereof so as to substitute ``sixty
percent (60%)'' for ``eighty percent (80%)'' wherever appearing
in said Article XV.
SECTION 4.
The Company reserves the right, subject to appropriate corporate
action, but without any consent or other action by holders of
bonds of any series created after June 1, 1975, to make such
amendments to the Original Indenture, as supplemented, as shall
be necessary in order to amend Article XV thereof by adding
thereto a Section 9 to read as follows:
``SECTION 9.
(A) Anything in this Article XV contained to the contrary
notwithstanding, the Trustee shall receive the written consent
(in any number of instruments of similar tenor executed by
bondholders or by their attorneys appointed in writing) of the
holders of sixty per centum (60%) or more in principal amount of
the bonds outstanding hereunder, and, if the rights of one or
more, but less than all, series of bonds then outstanding are to
be affected by action taken pursuant to such consent, then also
by consent of the holders of at least sixty per centum (60%) in
principal amount of each series of bonds so to be affected and
outstanding hereunder (at the time the last such needed consent
is delivered to the Trustee) in lieu of the holding of a meeting
pursuant to this Article XV and in lieu of all action at such a
meeting and with the same force and effect as a resolution duly
adopted in accordance with the provisions of Section 6 of this
Article XV.
``(B)Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or
trust company or a registered dealer in securities, (b) be
acknowledged before a Notary Public or other officer authorized
to take acknowledgements, or (c) have their genuineness otherwise
established to the satisfaction of the Trustee.
``The amount of bonds payable to bearer, and the series and
serial numbers thereof, held by a person executing an instrument
of consent (or whose attorney has executed an instrument of
consent in his behalf), and the date of his holding the same, may
be proved by exhibiting the bonds to and obtaining a certificate
executed by (i) any bank or trust or insurance company, or (ii)
any trustee, secretary, administrator or other proper officer of
any pension, welfare, hospitalization or similar fund or funds,
or (iii) the United States of America, any Territory thereof, the
District of Columbia, any State of the United States, any
municipality in any State of the United States or any public
instrumentality of the United States, or of any State or of any
Territory or (iv) any other person or corporation satisfactory to
the Trustee. A bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
``Each such certificate shall be dated and shall state, in
effect, that, as of the date thereof, a coupon bond or bonds
bearing a specified serial number or numbers was deposited with
or exhibited to the signer of such certificate. The holding by
the person named in any such certificate of any bond specified
therein shall be presumed to continue unless (1) any certificate
bearing a later date issued in respect of the same bond shall be
produced, (2) the bond specified in such certificate (or any bond
or bonds issued in exchange or substitution for such bond) shall
be produced by another holder, or (3) the bond specified in such
certificate shall be registered as to principal in the name of
another holder or shall have been surrendered in exchange for a
fully registered bond registered in the name of another holder.
The Trustee may nevertheless, in its discretion, require further
proof in cases where it deems further proof desirable. The
ownership of registered bonds shall be proved by the registry
books.
``(C) Until such time as the Trustee shall receive the written
consent of the necessary per centum in principal amount of the
bonds required by the provisions of Subsection (A) above for
action contemplated by such consent, any holder of a bond, the
serial number of which is shown by the evidence to be included in
the bonds the holders of which have consented to such action,
may, by filing written notice with the Trustee at its principal
office and upon proof of holding as provided in Subsection (B)
above, revoke such consent so far as it concerns such bond.
Except as aforesaid, any such action taken by the holder of any
bond shall be conclusive and binding upon such holder and upon
all future holders of such bond (and any bond issued in lieu
thereof or exchanged therefor), irrespective of whether or not
any notation of such consent is made upon such bond, and in any
event any action taken by the holders of the percentage in
aggregate principal amount of the bonds specified in Subsection
(A) above in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the
bonds.''
ARTICLE VI.
Miscellaneous Provisions.
SECTION 1.
The Trustee accepts the trusts herein declared, provided, created
or supplemented and agrees to perform the same upon the terms and
conditions herein and in the Original Indenture, as amended, set
forth and upon the following terms and conditions.
SECTION 2.
The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely. In general
each and every term and condition contained in Article XIII of
the Original Indenture, as amended by the Second Supplemental
Indenture, shall apply to and form part of this Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same
conform to the provisions of this Supplemental Indenture.
SECTION 3.
Whenever in this Supplemental Indenture either of the parties
hereto is named or referred to, such reference shall, subject to
the provisions of Articles XII and XIII of the Original
Indenture, be deemed to include the successors and assigns of
such party, and all the covenants and agreements in this
Supplemental Indenture contained by or on behalf of the Company,
or by or on behalf of the Trustee, shall, subject as aforesaid,
bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or
not.
SECTION 4.
Nothing in this Supplemental Indenture, expressed or implied, is
intended or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto
and the holders of the Bonds and coupons outstanding under the
Indenture, any right, remedy or claim under or by reason of this
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Supplemental
Indenture contained by and on behalf of the Company shall be for
the sole and exclusive benefit of the parties hereto, and of the
holders of the Bonds and of the coupons outstanding under the
Indenture.
SECTION 5.
This Supplemental Indenture may be executed in several
counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same
instrument.
SECTION 6.
The Titles of the several Articles of this Supplemental Indenture
shall not be deemed to be any part thereof.
IN WITNESS HEREOF, WESTERN RESOURCES, INC., party hereto of the
first part, has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by its Chairman of
the Board, President and Chief Executive Officer or a Vice
President, and its corporate seal to be attested by its Secretary
or an Assistant Secretary for and in its behalf, and HARRIS TRUST
AND SAVINGS BANK, party hereto of the second part, has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its Chairman of the Board, President, Chief
Executive Officer or a Vice President and its corporate seal to
be attested by its Secretary or an Assistant Secretary, all as of
the day and year first above written.
(CORPORATE SEAL) Western Resources, Inc.
By: /s/ Steven L. Kitchen
Steven L. Kitchen
Executive Vice
President and
Chief Financial
Officer
ATTEST:
/s/ Richard D. Terrill
Richard D. Terrill
Secretary
Executed, sealed and delivered by
WESTERN RESOURCES, INC.
in the presence of:
/s/ Stacy F. Kramer
Stacy F. Kramer
/s/ Robert J. Knott
Robert J. Knott
(CORPORATE SEAL) Harris Trust and Savings Bank,
As Trustee,
By: /s/ J.J. Powell
J.J. Powell
Vice President
ATTEST:
/s/ C. Potter
C. Potter
Assistant Secretary
Executed, sealed and delivered by
HARRIS TRUST AND SAVINGS BANK
in the presence of:
/s/ M.E. Onischak
M.E. Onischak
/s/ K. Richardson
Keith Richardson
State of Kansas )
: ss.:
County of Shawnee )
Be It Remembered, that on this 20th day of April, 1994, before
me, the undersigned, a Notary Public within and for the County
and State aforesaid, personally came Steven L. Kitchen and
Richard D. Terrill, of Western Resources, Inc., a corporation
duly organized, incorporated and existing under the laws of the
State of Kansas, who are personally known to me to be such
officers, and who are personally known to me to be the same
persons who executed as such officers the within instrument of
writing, and such persons duly acknowledged the execution of the
same to be the act and deed of said corporation.
In Witness Whereof, I have hereunto subscribed my name and
affixed my official seal on the day and year last above written.
/s/ Regina I. Degarmo
Regina I. Degarmo
Notary Public
My Commission Expires August 4, 1997
State of Illinois )
:ss.:
County of Cook )
Be It Remembered, that on this 20th day of April, 1994, before
me, the undersigned, a Notary Public within and for the County
and State aforesaid, personally came J.J. Powell and C. Potter,
of Harris Trust and Savings Bank, a corporation duly organized,
incorporated and existing under the laws of the State of
Illinois, who are personally known to me to be such officers, and
who are personally known to me to be the same persons who
executed as such officers the within instrument of writing, and
such persons duly acknowledged the execution of the same to be
the act and deed of said corporation.
/s/ T. Muzquiz
T. Muzquiz
Notary Public, State of Illinois
My Commission Expires 7/12/97
State of Kansas )
: ss.:
County of Shawnee )
Be It Remembered, that on this 20th day of April, 1994, before
me, the undersigned, a Notary Public within and for the County
and State aforesaid, personally came Steven L. Kitchen and
Richard D. Terrill, of Western Resources, Inc., a corporation
duly organized, incorporated and existing under the laws of the
State of Kansas, who are personally known to me to be such
officers, being by me respectively duly sworn, did each say that
the said Steven L. Kitchen is Executive Vice President and Chief
Financial Officer and that the said Richard D. Terrill is
Secretary of said corporation, that the consideration of and for
the foregoing instrument was actual and adequate, that the same
was made and given in good faith, for the uses and purposes
therein set forth and without any intent to hinder, delay, or
defraud creditors or purchasers.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal on the day and year last above written.
/s/ Regina I. Degarmo
Regina I. Degarmo
Notary Public
My Commission Expires August 4, 1997
APPENDIX A
to
THIRTY-SECOND SUPPLEMENTAL INDENTURE
Dated as of April 15, 1994
Western Resources, Inc.
to
Harris Trust and Savings Bank
________________
DESCRIPTION OF PROPERTIES
LOCATED IN THE STATE OF KANSAS
FIRST
PARCELS OF REAL ESTATE
DICKINSON COUNTY
Electric Substation Site
A tract of land located in the Northeast Quarter (NE/4)
of Section Thirty-one (31), Township Eleven (11) South,
Range Four (4) East of the 6th P.M., said tract more
particularly described as follows: Beginning at the
Northeast corner of said Northeast Quarter; thence South
a distance of 255 feet; thence West a distance of 255
feet; thence North a distance of 255 feet; thence East a
distance of 255 feet to the point of beginning.
MONTGOMERY COUNTY
Electric Substation Site
Beginning at the NE Corner of the SW/4 of the NW/4 of
Section 26, Township 32 South, Range 15 East, thence West
530 feet; South 300 feet; East 530 feet; North 300 feet
to the point of beginning.
RENO COUNTY
Electric Substation Site
A tract of land in the Northwest Quarter of Section 21,
Township 24 South, Range 10 West of the 6th Principal
Meridian described as follows:
Commencing at the Northwest corner of the Northwest
Quarter of Section 21, Township 24 South, Range 10 West
of the 6th Principal Meridian for the point of beginning;
thence East along the North line of said Northwest
Quarter 210.00 feet; thence with a deflection angle 90
degrees 00 minutes 00 seconds South 320.00 feet; thence
with a deflection angle 90 degrees 00 minutes 00 seconds
West 210 feet; thence with a deflection angle 90 degrees
00 minutes 00 seconds North along the West line of said
Northwest Quarter 320.00 feet to the point of beginning
in Reno County, Kansas.
Electric Substation Site
Lots 4, 5, and 6, Block 1, Original Townsite, City of
Arlington, Reno County, Kansas, according to the duly
recorded Plat thereof.
SUMNER COUNTY
Office (Wellington, Kansas)
A tract beginning 198 feet North and 422.2 feet East of
the Southwest corner of the Northeast Quarter of Section
11, Township 32 South, Range 1 West of the Sixth
Principal Meridian, Sumner County, Kansas; thence East
327.2 feet to a point; thence Northwesterly 231.73 feet
to a point 396 feet North and 622.2 feet East of said
corner of said Quarter Section; thence West 200 feet;
thence South 198 feet to the point of beginning.