EXHIBIT 4(a)(9)
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
TO
FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
as Trustee
NINETEENTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 1, 1983
Amendment to Indenture of Mortgage
Dated as of July 1, 1950
NINETEENTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1983,
between CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation
duly organized and existing under and by virtue of the laws of
the State of Louisiana (hereinafter sometimes called the
"Company"), party of the first part, and FIRST NATIONAL BANK OF
COMMERCE (formerly The National Bank of Commerce in New
Orleans), a national banking association duly organized and
existing under and by virtue of the laws of the United States of
America, as Trustee under the Indenture of Mortgage hereinafter
mentioned (hereinafter sometimes called the "Trustee"), party of
the second part.
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage (hereinafter called "Original Indenture")
dated as of July 1, 1950, to the Trustee, to secure the
Company's First Mortgage Bonds, from time to time, in the manner
and subject to the conditions set forth in the Original
Indenture, and by said Original Indenture granted and conveyed
unto the Trustee, upon the trusts, uses and purposes
specifically therein set forth, certain real estate, franchises
and other property therein described, including property
acquired after the date thereof except as therein otherwise
provided; and
WHEREAS, the Original Indenture provides for the issuance of
bonds thereunder in one or more series, the form of each series
of bonds and of the coupons to be attached to the coupon bonds
to be substantially in the forms set forth therein with such
omissions, variations and insertions as are authorized or
permitted by the Original Indenture and determined and
specified by the Board of Directors of the Company; and
WHEREAS, by the Original Indenture, the Company covenanted
that it would execute and deliver such further instruments and
do such further acts as might be necessary or proper to carry
out more effectively the purposes of the Original Indenture and
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to the lien thereof, and the
Company executed and delivered to the Trustee eighteen
Supplemental Indentures (which together with the Original
Indenture are herein called the "Indenture"); and
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WHEREAS, all terms used herein and not otherwise defined shall
have the meaning set forth in the Indenture; and
WHEREAS, the Company deems it desirable to amend the Indenture
in certain respects; and
WHEREAS, the execution and delivery of the amendments effected
by this Nineteenth Supplemental Indenture have been duly
authorized by the Board of Directors of the Company according to
law, and have been approved by the written consents of the
holders of in excess of 75% of the principal amount of bonds
outstanding under the Indenture at the date of execution hereof,
and all conditions and requirements necessary to make this
Nineteenth Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form
and terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS NINETEENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That Central Louisiana Electric Company, Inc., by
way of further assurance and in consideration of the premises
and of the acceptance by the Trustee of the trusts hereby
created and of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to further secure
the payment of the principal of, the premium, if any, and the
interest on all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance and observance by the Company of all covenants and
conditions herein and therein contained, and of said bonds, has
executed and delivered this Nineteenth Supplemental Indenture.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee, as follows:
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ARTICLE I
SECTION 1.1 The Company covenants that in consideration of
execution of this Nineteenth Supplemental Indenture it will from
and after the date hereof pay on the Bonds of all Series
heretofore issued under the Indenture, as heretofore
supplemented and amended, other than the Bonds of Series R and
the Bonds of Series S (to wit: the Bonds of Series F, G, H, I,
J, K, L, M, M, N, O, P and Q) as additional interest an amount
equal to .25% per annum (twenty-five hundredth of one percent)
of the principal amount of such Bonds which are Outstanding.
Such additional annual interest shall be payable semi-annually
on each interest payment date provided for registered and coupon
Bonds of such respective series and will begin to accrue from
the next interest payment date of such respective series
following the date of this Nineteenth Supplemental Indenture.
ARTICLE II
AMENDMENTS OF INDENTURE
SECTION 2.1. The Indenture is modified by amending Subsection
(C) of Section 1.07 of the Indenture so that following such
amendment it shall read as follows:
(c) the "interest earnings requirement", which shall be a
figure equal to two times the aggregate annual interest charges
specified in subsection (B) of this Section.
ARTICLE III
STAMPING AND REVISION OF
BONDS OF ISSUED SERIES OF BONDS
SECTION 3.1. All bonds hereafter issued of Series of issued
bonds and bonds of Series of issued bonds presented for notation
thereon shall (unless revised as hereinafter provided) be
stamped or typewritten prior to their issuance with a notation
as follows:
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"The Indenture dated as of July 1, 1950 referred to in this
bond has been amended by a Nineteenth Supplemental Indenture
dated as of January 1, 1983, executed and delivered with the
consent of the holders of 75% of the bonds at the time
outstanding under the Indenture, providing (i) for amendment of
the definition of 'interest earnings requirement' contained in
Section 1.07 of the Indenture as amended and (ii) for the
increase in the interest payable on this Bond by .25% per annum
(twenty-five hundredth of one percent), on the principal amount
hereof, accruing from the next interest payment date after
January 1, 1983. A copy of the Nineteenth Supplemental Indenture
is on file with First National Bank of Commerce in New Orleans,
Trustee under the Indenture, to which reference is hereby made.
provided, that any notation on bonds of Series R and S shall
delete the language following "(ii)" in the form of notation set
forth above.
FIRST NATIONAL BANK OF COMMERCE
IN NEW ORLEANS, "TRUSTEE"
SECTION 3.2. Any bonds hereafter issued of Series of issued
bonds at any time hereafter issued shall, if the Company so
elects or if the holder of such bond so requests in writing, be
in such revised form as may be approved by the Trustee so as to
refer to the amendment of the Indenture hereby effected.
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ARTICLE IV
MISCELLANEOUS
SECTION 4.1. As supplemented and amended by this Nineteenth
Supplemental Indenture, the Original Indenture and the previous
eighteen Supplemental Indentures thereto shall be read, taken
and construed as one and the same instrument.
SECTION 4.2. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Nineteenth Supplemental Indenture,
other than as set forth in the Indenture, as fully as if said
terms and conditions were herein set forth at length.
SECTION 4.3. This Nineteenth Supplemental Indenture shall be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
SECTION 4.4. This Nineteenth Supplemental Indenture has been
dated as of January 1, 1983, solely for convenience. The date of
actual execution hereof by each of the parties hereto is the
date shown by the acknowledgment of execution hereof by its
officers.
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IN WITNESS WHEREOF, CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
has caused this instrument to be signed in its corporate name by
one of its Senior Vice Presidents and sealed with its corporate
seal attested by one of its Assistant Secretaries, and First
National Bank of Commerce to evidence its acceptance of the
trust hereby created has caused this instrument to be signed in
its corporate name and sealed by its corporate seal attested by
one of its Assistant Vice Presidents and Trust Officers, all as
of the day and year first above written.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
{SEAL} By /s/ Scott O. Brame
Scott O. Brame,
Senior Vice President
Attest:
/s/ Vera J. Whittington
Assistant Secretary
Signed, sealed, acknowledged and delivered
by CENTRAL LOUISIANA ELECTRIC COMPANY, INC.,
in the presence of:
/s/ David M. Eppler
/s/ Joyce A. Lewis
FIRST NATIONAL BANK OF COMMERCE
{SEAL} By /s/ James P. Conner
Vice President and Trust Officer
/s/ Colin J. Hedlund
Assistant Vice President and Trust Officer
Signed, sealed, acknowledged and delivered
by FIRST NATIONAL BANK OF COMMERCE
in the presence of:
/s/ Maryem F. Hopkins
/s/ Josie C. Schillage
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STATE OF LOUISIANA
PARISH OF RAPIDES
BE IT KNOWN, THAT on this 19th day of January, 1983, before me
the undersigned, a Notary Public in and for said Parish and
State, duly qualified and commissioned as such, personally
appeared Scott O. Brame, Senior Vice President and Vera J.
Whittington, Assistant Secretary, of Central Louisiana Electric
Company, Inc., the grantor in the foregoing instrument, to me
personally known and known to me to be such officers,
respectively, of such Company, and personally known to me to be
the identical persons whose names are subscribed and affixed to
the foregoing instrument as such officers, respectively, and who
subscribed the name of the Company thereto, and in my presence
and in the presence of the undersigned witnesses, of lawful age
and domicile, severally acknowledge that the same is their
respective, free and voluntary act and deed as such officers and
the free and voluntary act and deed of said Company for the uses
and purposes therein expressed; and the said persons being each
by me duly and severally sworn as individuals did depose and say
that they are such officers, respectively, of said Company; that
they know the seal of said Company; that the seal affixed to the
foregoing instrument was and is such corporate seal; that said
seal was so affixed and said instrument was so signed on behalf
of said Company by the order and authority of the Board of
Directors of said Company; and that they signed their names
thereto as such officers, respectively, of said Company by like
authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in
the presence of David M. Eppler and Joyce A. Lewis, witnesses of
lawful age and domicile, and of me, said Notary Public.
WITNESSES:
/s/ Scott O. Brame
Senior Vice President
/s/ David M. Eppler
/s/ Vera J. Whittington
Assistant Secretary
/s/ Joyce A. Lewis
/s/ Sammie S. Cicardo
Notary Public {SEAL}
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STATE OF LOUISIANA
PARISH OF ORLEANS
BE IT KNOWN, THAT on this 19th day of January 1983, before me
the undersigned, a Notary Public in and for said Parish and
State, duly qualified and commissioned as such, personally
appeared JAMES P. CONNER, Vice President and Trust Officer, and
COLIN J. HEDLUND, Assistant Vice President and Trust Officer of
First National Bank of Commerce, a national banking association,
duly organized and existing under the laws of the United States
of America, Trustee under the foregoing instrument, to me
personally known and known to me to be such officers,
respectively, of said Bank, and personally known to me to be the
identical persons whose names are subscribed and affixed to the
foregoing instrument as such officers, respectively, and who
subscribed the name of said Bank thereto, and in my presence
and in the presence of the undersigned witnesses, of lawful age
and domicile, severally acknowledge that the same is their
respective, free and voluntary act and deed as such officers and
the free and voluntary act and deed of said Bank for the uses
and purposes therein expressed; and the said persons being each
by me duly and severally sworn as individuals did depose and say
that they are such officers, respectively, of said Bank; that
they know the seal of said Bank; that the seal affixed to the
foregoing instrument was and is such corporate seal; that said
seal was so affixed and said instrument was so signed on behalf
of said Bank by the order and authority of the Board of
Directors of said Bank; and that they signed their names thereto
as such officers, respectively, of said Bank by like authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in
the presence of Maryem F. Hopkins and Josie C. Schillage,
witnesses of lawful age and domicile, and of me, said Notary
Public.
WITNESSES:
/s/ James P. Conner
Vice President and Trust Officer
/s/ Maryem F. Hopkins
/s/ Collin J. Hedlund
Assistant Vice President and
Trust Officer
/s/ Josie C. Schillage
/s/ Patricia A. Rouen
Notary Public {SEAL}
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