Exhibit 4(a)
ARKANSAS POWER & LIGHT COMPANY
TO
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(formerly Guaranty Trust Company of New York)
AND
JOHN W. FLAHERTY
(successor to Henry A. Theis, Herbert E. Twyeffort and
Grainger S. Greene)
AND
(as to property, real or personal, situated or being in Missouri)
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
(successor to Marvin A. Mueller)
As Trustees under Arkansas Power & Light Company's Mortgage and
Deed of Trust, dated as of October 1, 1944
____________________________
FIFTY-SECOND SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, Pollution Control Series C
(Fifty-Eighth Series)
and
First Mortgage Bonds, Pollution Control Series D
(Fifty-Ninth Series)
____________________________
Dated as of June 15, 1994
FIFTY-SECOND SUPPLEMENTAL INDENTURE
INDENTURE, dated as of June 15, 1994, between ARKANSAS POWER
& LIGHT COMPANY, a corporation of the State of Arkansas, whose
post office address is 425 West Capitol, Little Rock, Arkansas
72201 (hereinafter sometimes called the "Company"), and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust
Company of New York), a corporation of the State of New York,
whose post office address is 60 Wall Street, New York, New York
10260 (hereinafter sometimes called the "Corporate Trustee"), and
JOHN W. FLAHERTY (successor to Henry A. Theis, Herbert E.
Twyeffort and Grainger S. Greene), whose post office address is
805 Harding Street, Westfield, New Jersey 07090 and (as to
property, real or personal, situated or being in Missouri) THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking
association existing under the laws of the United States of
America (successor to Marvin A. Mueller), whose post office
address is 510 Locust Street, St. Louis, Missouri 63101, (said
John W. Flaherty being hereinafter sometimes called the "Co-
Trustee", and The Boatmen's National Bank of St. Louis being
hereinafter sometimes called the "Missouri Co-Trustee", and the
Corporate Trustee, the Co-Trustee and the Missouri Co-Trustee
being hereinafter together sometimes called the "Trustees"), as
Trustees under the Mortgage and Deed of Trust, dated as of
October 1, 1944 (hereinafter sometimes called the "Mortgage"),
which Mortgage was executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, reference to
which Mortgage is hereby made, this indenture (hereinafter called
the "Fifty-second Supplemental Indenture") being supplemental
thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Herbert E. Twyeffort as Co-
Trustee in succession to Henry A. Theis (resigned) under the
Mortgage, and by Herbert E. Twyeffort accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger S. Greene as Co-
Trustee in succession to Herbert E. Twyeffort (resigned) under
the Mortgage, and by Grainger S. Greene accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed John
W. Flaherty as Co-Trustee in succession to Grainger S. Greene
(resigned) under the Mortgage, and John W. Flaherty accepted said
appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Marvin A. Mueller as Missouri Co-Trustee, and Marvin A. Mueller
accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Marvin A. Mueller (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3 1/8% Series due 1974 $ 30,000,000 None
2 7/8% Series due 1977 11,000,000 None
3 1/8% Series due 1978 7,500,000 None
2 7/8% Series due 1979 8,700,000 None
2 7/8% Series due 1980 6,000,000 None
3 5/8% Series due 1981 8,000,000 None
3 1/2% Series due 1982 15,000,000 None
4 1/4% Series due 1983 18,000,000 None
3 1/4% Series due 1984 7,500,000 None
3 3/8% Series due 1985 18,000,000 None
5 5/8% Series due 1989 15,000,000 None
4 7/8% Series due 1991 12,000,000 None
4 3/8% Series due 1993 15,000,000 None
4 5/8% Series due 1995 25,000,000 $25,000,000
5 3/4% Series due 1996 25,000,000 25,000,000
5 7/8% Series due 1997 30,000,000 30,000,000
7 3/8% Series due 1998 15,000,000 15,000,000
9 1/4% Series due 1999 25,000,000 None
9 5/8% Series due 2000 25,000,000 None
7 5/8% Series due 2001 30,000,000 None
8% Series due August 1, 2001 30,000,000 None
7 3/4% Series due 2002 35,000,000 None
7 1/2% Series due
December 1, 2002 15,000,000 None
8% Series due 2003 40,000,000 None
8 1/8% Series due
December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
9 1/4% Series due
November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
9 1/8% Series due
December 1, 2007 75,000,000 None
9 7/8% Series due July 1, 2008 75,000,000 None
10 1/4% Series due February 1, 2009 60,000,000 None
16 1/8% Series due December 1, 1986 70,000,000 None
4 1/2% Series due September 1, 1983 1,202,000 None
5 1/2% Series due January 1, 1988 598,310 None
5 5/8% Series due May 1, 1990 1,400,000 None
6 1/4% Series due December 1, 1996 3,560,000 960,000
9 3/4% Series due September 1, 2000 4,600,000 2,000,000
8 3/4% Series due March 1, 1998 9,800,000 4,200,000
17 3/8% Series due August 1, 1988 75,000,000 None
16 1/2% Series due February 1, 1991 80,000,000 None
13 3/8% Series due December 1, 2012 75,000,000 None
13 1/4% Series due February 1, 2013 25,000,000 None
14 1/8% Series due December 1, 2014 100,000,000 None
Pollution Control Series A 128,800,000 128,800,000
10 1/4% Series due July 1, 2016 50,000,000 None
9 3/4% Series due July 1, 2019 75,000,000 75,000,000
10% Series due February 1, 2020 150,000,000 150,000,000
10 3/8% Series due October 1, 2020 175,000,000 23,818,000
Solid Waste Disposal Series A 21,066,667 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
7 1/2% Series due August 1, 2007 100,000,000 100,000,000
7.90% Series due November 1, 2002 25,000,000 25,000,000
8.70% Series due November 1, 2022 25,000,000 25,000,000
Pollution Control Series B 46,875,000 46,875,000
6.65% Series due August 1, 2005 115,000,000 115,000,000
6% Series due October 1, 2003 155,000,000 155,000,000
7% Series due October 1, 2023 175,000,000 175,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Fifty-seventh Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create two new series of
bonds and (pursuant to the provisions of Section 120 of the
Mortgage) to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Fifty-second Supplemental Indenture, and the terms of the bonds
of the Fifty-eighth and Fifty-ninth Series, hereinafter referred
to, have been duly authorized by the Board of Directors of the
Company by appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One
Dollar to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustees and in order further to secure
the payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any instruments
supplemental thereto and any modifications made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages,
hypothecates, affects, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto The Boatmen's National Bank of St. Louis (as to
property, real or personal, situated or being in Missouri) and
John W. Flaherty (but, as to property, real or personal, situated
or being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) to
Morgan Guaranty Trust Company of New York, as Trustees under the
Mortgage, and to their successor or successors in said trust, and
to them and their successors and assigns forever, all property,
real, personal or mixed, of any kind or nature acquired by the
Company after the date of the execution and delivery of the
Mortgage (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this Fifty-second
Supplemental Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all street and interurban railway and transportation
lines and systems, terminal systems and facilities; all bridges,
culverts, tracks, railways, sidings, spurs, wyes, roadbeds,
trestles and viaducts; all overground and underground trolleys
and feeder wires; all telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, ice or
refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof, all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators,
meters, transformers, generators, motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires,
cables, tools, implements, apparatus, furniture and chattels; all
municipal and other franchises, consents or permits; all lines
for the transmission and distribution of electric current, gas,
steam heat or water for any purpose including towers, poles,
wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage,
as heretofore supplemented, expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in
the Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-second
Supplemental Indenture and from the lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in
the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any street cars, rolling stock,
trolley coaches, motor coaches, buses, automobiles or other
vehicles or aircraft, and fuel, oil and similar materials and
supplies consumable in the operation of any properties of the
Company; street cars, rolling stock, trolley coaches, motor
coaches, buses, automobiles and other vehicles and all aircraft;
(3) bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as
heretofore supplemented, or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the lien
of the Mortgage; (5) electric energy, gas, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) the Company's franchise to be a
corporation; (7) the properties heretofore sold or in the process
of being sold by the Company and heretofore released from the
Mortgage and Deed of Trust dated as of October 1, 1926 from
Arkansas Power & Light Company to Guaranty Trust Company of New
York, trustee, and specifically described in a release instrument
executed by Guaranty Trust Company of New York, as trustee, dated
October 13, 1938, which release has heretofore been delivered by
the said trustee to the Company and recorded by the Company in
the office of the Recorder for Garland County, Arkansas, in
Record Book 227, Page 1, all of said properties being located in
Garland County, Arkansas; and (8) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage, as heretofore supplemented, and this
Fifty-second Supplemental Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that any or all of the
Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto The Boatmen's National Bank of St. Louis (as to property,
real or personal, situated or being in Missouri), and unto John
W. Flaherty (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) unto
Morgan Guaranty Trust Company of New York, as Trustees, and their
successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Fifty-second Supplemental Indenture
being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and
Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in
and conveyed to said Trustees, by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:
ARTICLE I
FIFTY-EIGHTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series C" (herein sometimes called the "Fifty-
eighth Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Fifty-
eighth Series (which shall be initially issued in the aggregate
principal amount of $20,319,000) shall mature on December 1,
2016, shall be issued as fully registered bonds in the
denomination of One Thousand Dollars and such other denominations
as the officers of the Company shall determine to issue (such
determination to be evidenced by the execution and delivery
thereof), shall be dated as in Section 10 of the Mortgage
provided, and the principal of, and, to the extent permitted by
the Mortgage, interest on any overdue principal of, each said
bond shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts.
(I) The bonds of the Fifty-eighth Series shall be issued and
delivered to, and registered in the name of, the trustee under
the Trust Indenture, dated as of June 15, 1994 (hereinafter
called the "Pope Indenture)", of Pope County, Arkansas
(hereinafter called "Pope County") relating to its 6.30%
Pollution Control Revenue Refunding Bonds, Series 1994 (Arkansas
Power & Light Company Project) (hereinafter called the "Pope
Bonds"), in order to evidence in part the Company's obligation to
make certain payments under the Loan Agreement, dated as of June
15, 1994, between Pope County and the Company.
The obligation of the Company to make any payment of
principal of the bonds of the Fifty-eighth Series, whether at
maturity, upon redemption or otherwise, shall be reduced by the
amount of any reduction under the Pope Indenture of the amount of
the corresponding payment required to be made by Pope County
thereunder in respect of the principal of the Pope Bonds. The
Corporate Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Fifty-eighth
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Pope Indenture, signed by
its President, a Vice President or a Trust Officer, stating that
the corresponding payment of principal of the Pope Bonds has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Pope Bonds outstanding under the
Pope Indenture shall become immediately due and payable pursuant
to Section 1002 of the Pope Indenture, upon the occurrence of an
Event of Default under Section 1001(a) or (b) of the Pope
Indenture, all bonds of the Fifty-eighth Series, then
outstanding, shall be redeemed by the Company, on the date such
Pope Bonds shall have become immediately due and payable, at the
principal amount thereof.
In the event that any Pope Bonds are to be redeemed pursuant
to Section 301(b) of the Pope Indenture, bonds of the Fifty-
eighth Series, in a principal amount equal, as nearly as
practicable, to the sum of (i) the principal amount of such Pope
Bonds and (ii) eight-twelfths (8/12) of the annual interest due
on such Pope Bonds, shall be redeemed by the Company, on the date
fixed for redemption of Pope Bonds, at the principal amount
thereof.
The Corporate Trustee may conclusively presume that no
redemption of bonds of the Fifty-eighth Series is required
pursuant to this subsection (II) unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Pope Indenture, signed by
its President, a Vice President or a Trust Officer, stating that
the Pope Bonds have become immediately due and payable pursuant
to Section 1002 of the Pope Indenture, upon the occurrence of an
Event of Default under Section 1001(a) or (b) of the Pope
Indenture, or the Pope Bonds are to be redeemed pursuant to
Section 301(b) of the Pope Indenture and specifying the principal
amount thereof, as the case may be. Said notice shall also
contain a waiver of notice of such redemption by the trustee
under the Pope Indenture, as the holder of all the bonds of the
Fifty-eighth Series then outstanding.
(III) The Company hereby waives its right to have any notice
of any redemption pursuant to subsection (II) of this Section 1
state that such notice is subject to the receipt of the
redemption moneys by the Corporate Trustee before the date fixed
for redemption. Notwithstanding the provisions of Section 52 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of the
Fifty-eighth Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, together with a written instrument of
transfer wherever required by the Company, duly executed by the
registered owner or by his duly authorized attorney, shall
(subject to the provisions of Section 12 of the Mortgage) be
exchangeable for a like aggregate principal amount of bonds of
the same series of other authorized denominations.
Bonds of the Fifty-eighth Series shall not be transferable
except to any successor trustee under the Pope Indenture, any
such transfer to be made (subject to the provisions of Section 12
of the Mortgage) at the office or agency of the Company in the
Borough of Manhattan, The City of New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Fifty-eighth Series.
(V) The bonds of the Fifty-eighth Series may bear such
legends as may be necessary to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage with
respect thereto.
ARTICLE II
FIFTY-NINTH SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated
"Pollution Control Series D" (herein sometimes called the "Fifty-
ninth Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Fifty-
ninth Series (which shall be initially issued in the aggregate
principal amount of $9,586,400) shall mature on June 1, 2018,
shall be issued as fully registered bonds in the denomination of
One Thousand Dollars and such other denominations as the officers
of the Company shall determine to issue (such determination to be
evidenced by the execution and delivery thereof), shall be dated
as in Section 10 of the Mortgage provided, and the principal of,
and, to the extent permitted by the Mortgage, interest on any
overdue principal of, each said bond shall be payable at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for public
and private debts.
(I) The bonds of the Fifty-ninth Series shall be issued and
delivered to, and registered in the name of, the trustee under
the Trust Indenture, dated as of June 15, 1994 (hereinafter
called the "Jefferson Indenture)", of Jefferson County, Arkansas
(hereinafter called "Jefferson County") relating to its 6.30%
Pollution Control Revenue Refunding Bonds, Series 1994 (Arkansas
Power & Light Company Project) (hereinafter called the "Jefferson
Bonds"), in order to evidence in part the Company's obligation to
make certain payments under the Loan Agreement, dated as of June
15, 1994, between Jefferson County and the Company.
The obligation of the Company to make any payment of
principal of the bonds of the Fifty-ninth Series, whether at
maturity, upon redemption or otherwise, shall be reduced by the
amount of any reduction under the Jefferson Indenture of the
amount of the corresponding payment required to be made by
Jefferson County thereunder in respect of the principal of the
Jefferson Bonds. The Corporate Trustee may conclusively presume
that the obligation of the Company to pay the principal of the
bonds of the Fifty-ninth Series as the same shall become due and
payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice (which may be a
facsimile followed by a hard copy) from the trustee under the
Jefferson Indenture, signed by its President, a Vice President or
a Trust Officer, stating that the corresponding payment of
principal of the Jefferson Bonds has become due and payable and
has not been fully paid and specifying the amount of funds
required to make such payment.
(II) In the event that any Jefferson Bonds outstanding under
the Jefferson Indenture shall become immediately due and payable
pursuant to Section 1002 of the Jefferson Indenture, upon the
occurrence of an Event of Default under Section 1001(a) or (b) of
the Jefferson Indenture, all bonds of the Fifty-ninth Series,
then outstanding, shall be redeemed by the Company, on the date
such Jefferson Bonds shall have become immediately due and
payable, at the principal amount thereof.
In the event that any Jefferson Bonds are to be redeemed
pursuant to Section 301(b) of the Jefferson Indenture, bonds of
the Fifty-ninth Series, in a principal amount equal, as nearly as
practicable, to the sum of (i) the principal amount of such
Jefferson Bonds and (ii) eight-twelfths (8/12) of the annual
interest due on such Jefferson Bonds, shall be redeemed by the
Company, on the date fixed for redemption of Jefferson Bonds, at
the principal amount thereof.
The Corporate Trustee may conclusively presume that no
redemption of bonds of the Fifty-ninth Series is required
pursuant to this subsection (II) unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Jefferson Indenture, signed
by its President, a Vice President or a Trust Officer, stating
that the Jefferson Bonds have become immediately due and payable
pursuant to Section 1002 of the Jefferson Indenture, upon the
occurrence of an Event of Default under Section 1001(a) or (b) of
the Jefferson Indenture, or the Jefferson Bonds are to be
redeemed pursuant to Section 301(b) of the Jefferson Indenture
and specifying the principal amount thereof, as the case may be.
Said notice shall also contain a waiver of notice of such
redemption by the trustee under the Jefferson Indenture, as the
holder of all the bonds of the Fifty-ninth Series then
outstanding.
(III) The Company hereby waives its right to have any notice
of any redemption pursuant to subsection (II) of this Section 2
state that such notice is subject to the receipt of the
redemption moneys by the Corporate Trustee before the date fixed
for redemption. Notwithstanding the provisions of Section 52 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of the
Fifty-ninth Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, together with a written instrument of
transfer wherever required by the Company, duly executed by the
registered owner or by his duly authorized attorney, shall
(subject to the provisions of Section 12 of the Mortgage) be
exchangeable for a like aggregate principal amount of bonds of
the same series of other authorized denominations.
Bonds of the Fifty-ninth Series shall not be transferable
except to any successor trustee under the Jefferson Indenture,
any such transfer to be made (subject to the provisions of
Section 12 of the Mortgage) at the office or agency of the
Company in the Borough of Manhattan, The City of New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Fifty-ninth Series.
(V) The bonds of the Fifty-ninth Series may bear such
legends as may be necessary to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage with
respect thereto.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. Subject to the amendments provided for in this
Fifty-second Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-first Supplemental
Indentures shall, for all purposes of this Fifty-second
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through Fifty-first Supplemental
Indentures.
SECTION 4. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage
and in the First through Fifty-first Supplemental Indentures set
forth and upon the following terms and conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-second Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Fifty-second 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 Fifty-second Supplemental
Indenture.
SECTION 5. Whenever in this Fifty-second Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all the covenants and
agreements in this Fifty-second Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either of them, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not.
SECTION 6. Nothing in this Fifty-second Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Fifty-second
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-second
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and of the coupons
Outstanding under the Mortgage.
SECTION 7. This Fifty-second Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
SECTION 8. This Fifty-second Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.
IN WITNESS WHEREOF, ARKANSAS POWER & LIGHT COMPANY has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries for and in its
behalf, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by, one of its Vice Presidents, and its
corporate seal to be attested by one of its Assistant Secretaries
for and in its behalf, and JOHN W. FLAHERTY has hereunto set his
hand and affixed his seal, and THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by, one of its Vice
Presidents or one of its Trust Officers, and its corporate seal
to be attested by one of its Assistant Secretaries or one of its
Trust Officers for and in its behalf, as of the day and year
first above written.
ARKANSAS POWER & LIGHT COMPANY
By:.....................
Vice President
Attest:
..................................
Assistant Secretary
Executed, sealed and delivered by
ARKANSAS POWER & LIGHT COMPANY
in the presence of:
...................................
...................................
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
As Corporate Trustee
By:..........................
Vice President
Attest:
............................
Assistant Secretary
JOHN W. FLAHERTY,
As Co-Trustee
By: ...................[L.S.]
Attest:
................................
Assistant Secretary
Executed, sealed and delivered by
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK and JOHN W. FLAHERTY
in the presence of:
......................................
......................................
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS,
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By:.............................
Trust Officer
Attest:
...............................
Trust Officer
Executed, sealed and delivered by
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS in the presence of:
.............................
.............................
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 15th day of June, 1994, before me, Connie H. Wise, a
Notary Public duly commissioned, qualified and acting within and
for said Parish and State, appeared in person the within named
GLENN E. HARDER and LEE W. RANDALL, to me personally well known,
who stated that they were a Vice President and Assistant
Secretary, respectively, of ARKANSAS POWER & LIGHT COMPANY, a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the 15th day of June, 1994, before me personally came
GLENN E. HARDER, to me known, who, being by me duly sworn, did
depose and say that he resides in Mandeville, Louisiana; that he
is a Vice President of ARKANSAS POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
On the 15th day of June, 1994, before me appeared GLENN E.
HARDER, to me personally known, who, being by me duly sworn, did
say that he is a Vice President of ARKANSAS POWER & LIGHT
COMPANY, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, and that said instrument
was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and he acknowledged said instrument to
be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said Parish and State the day
and year last above written.
_____________________________________
Connie H. Wise
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 16th day of June, 1994, before me, Susan Fields, a
Notary Public duly commissioned, qualified and acting within and
for said County and State, appeared HELEN G. CHIN and DIANA HILS,
to me personally well known, who stated that they were a Vice
President and Assistant Secretary, respectively, of MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a corporation, and were duly
authorized in their respective capacities to execute the
foregoing instrument for and in the name and behalf of said
corporation; and further stated and acknowledged that they had so
signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
On the 16th day of June, 1994, before me personally came
HELEN G. CHIN, to me known, who, being by me duly sworn, did
depose and say that she resides in New York, New York; that she
is a Vice President of MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
one of the corporations described in and which executed the above
instrument; that she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like
authority.
On the 16th day of June, 1994, before me appeared HELEN G.
CHIN, to me personally known, who, being by me duly sworn, did
say that she is a Vice President of MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and she
acknowledged said instrument to be the free act and deed of said
corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Susan Fields
Notary Public, State of New York
No. 31-4980055
Qualified in New York County
My Commission Expires April 8, 1995
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 16th day of June, 1994, before me, Susan Fields, the
undersigned, personally appeared JOHN W. FLAHERTY, known to me to
be the person whose name is subscribed to the within instrument,
and acknowledged that he executed the same for the purposes
therein contained.
On the 16th day of June, 1994, before me personally appeared
JOHN W. FLAHERTY, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Susan Fields
Notary Public, State of New York
No. 31-4980055
Qualified in New York County
My Commission Expires April 8, 1995
STATE OF MISSOURI )
) SS.:
COUNTY OF ST. LOUIS )
On this 15th day of June, 1994, before me, Joy Marie Lincoln,
a Notary Public duly commissioned, qualified and acting within
and for said County and State, appeared ROBERT A. CLASQUIN and P.
C. QUIBELLE, to me personally well known, who stated that they
were Trust Officers of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
a corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the 15th day of June, 1994, before me personally came
ROBERT A. CLASQUIN, to me known, who, being by me duly sworn, did
depose and say that he resides in Highland, Illinois; that he is
a Trust Officer of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, one
of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name by like order.
On the 15th day of June, 1994, before me appeared ROBERT A.
CLASQUIN to me personally known, who, being by me duly sworn, did
say that he is a Trust Officer of THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS, and that the seal affixed to the foregoing instrument
is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and he acknowledged said
instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Joy Marie Lincoln
Notary Public, State of Missouri
St. Louis County
My Commission Expires October 16, 1994