THIRTEENTH SUPPLEMENTAL
INDENTURE
KANSAS CITY POWER & LIGHT
COMPANY
UMB BANK, N.A.
(FORMERLY UNITED MISSOURI BANK OF KANSAS CITY, N.A.)
DATED AS OF MARCH 1, 2009
CREATING A MORTGAGE BOND
SERIES 2005 EIRR INSURER DUE 2035
SUPPLEMENTAL TO GENERAL MORTGAGE
INDENTURE AND
DEED OF TRUST DATED AS OF DECEMBER 1, 1986
THIRTEENTH
SUPPLEMENTAL INDENTURE, dated as of March 1, 2009, between
KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation
(“Company”), and UMB BANK, N.A. (formerly United
Missouri Bank of Kansas City, N.A.), as Trustee
(“Trustee”) under the Indenture hereinafter
mentioned.
WHEREAS, all
capitalized terms used in this Supplemental Indenture have the
respective meanings set forth in the Indenture;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
General Mortgage Indenture and Deed of Trust
(“Indenture”), dated as of December 1, 1986, to
secure Mortgage Bonds issued by the Company pursuant to the
Indenture, unlimited in aggregate principal amount except as
therein otherwise provided;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
First Supplemental Indenture, dated as of December 1, 1986,
creating a first series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Second Supplemental Indenture, dated as of April 1, 1988,
creating a second series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Third Supplemental Indenture; dated as of April 1, 1991,
creating a third series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Fourth Supplemental Indenture, dated as of February 15, 1992,
creating a fourth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Fifth Supplemental Indenture, dated as of September 1, 1992,
creating a fifth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Sixth Supplemental Indenture, dated as of November 1, 1992,
creating a sixth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Seventh Supplemental Indenture, dated as of October 1, 1993,
creating a seventh series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, an
Eighth Supplemental Indenture, dated as of December 1, 1993,
creating an eighth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Ninth Supplemental Indenture, dated as of February 1, 1994,
creating a ninth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, a
Tenth Supplemental Indenture, dated as of November 1, 1994,
creating a tenth series of Mortgage Bonds;
WHEREAS, the
Company has heretofore executed and delivered to the Trustee, an
Eleventh Supplemental Indenture, dated as of August 15, 2005,
creating an eleventh series of Mortgage Bonds;
WHEREAS, the
Company is executing and delivering to the Trustee, a Twelfth
Supplemental Indenture, dated as of March 1, 2009, creating a
twelfth series of Mortgage Bonds;
WHEREAS, the
Company desires in and by this Supplemental Indenture to create a
thirteenth series of Mortgage Bonds to be issued under the
Indenture, to designate such series, to set forth the maturity date
or dates, interest rate or rates and the form and other terms of
such Mortgage Bonds;
WHEREAS,
Section 15.01(c) of the Indenture provides that the Company
and the Trustee may enter into an indenture supplemental to the
Indenture to establish the form and other terms of such Mortgage
Bonds consistent with the provisions of the Indenture;
and
WHEREAS, all acts
and things necessary to make this Supplemental Indenture, when duly
executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed,
have been done and performed; and the execution and delivery of
this Supplemental Indenture have been in all respects duly
authorized;
NOW, THEREFORE, in
consideration of the premises and in further consideration of the
sum of One Dollar in lawful money of the United States of America
paid to the Company by the Trustee at or before the execution and
delivery of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, and of other good and valuable consideration,
it is agreed by and between the Company and the Trustee as
follows:
MORTGAGE BOND SERIES 2005 EIRR
INSURER DUE 2035
SECTION 1.
(a) There is hereby created a thirteenth series of Mortgage
Bonds to consist of one Mortgage Bond issued under and secured by
the Indenture, to be designated as “Mortgage Bond
Series 2005 EIRR Insurer Due 2035” of the Company
(“Bond of the Thirteenth Series”).
(b) The Bond
of the Thirteenth Series shall be issued in the principal amount of
$50,000,000, but the principal amount of the Bond of the Thirteenth
Series actually outstanding as of any particular time shall be
equal to the principal amount of securities titled “City of
Burlington, Kansas Environmental Improvement Revenue Refunding
Bonds (Kansas City Power & Light Company Project)
Series 2005” (“Refunding Bonds”) which at
such particular time are outstanding under the Indenture of Trust
dated as of September 1, 2005 (“Refunding Bond
Indenture”), between the City of Burlington, Kansas and The
Bank of New York, as trustee (“Refunding Bond
Trustee”).
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(c) The Bond
of the Thirteenth Series shall be a registered Bond without coupons
and shall be dated March 24, 2009. The Bond of the Thirteenth
Series shall mature on the same date or dates as the Refunding
Bonds, subject to prior redemption. The Bond of the Thirteenth
Series shall be issued and delivered to Syncora Guarantee Inc.
(formerly XL Capital Assurance Inc.) (“Insurer”), as
insurer of the Refunding Bonds under an Insurance Agreement, dated
as of September 1, 2005, by and between the Company and
Syncora (the “Insurance Agreement”).
(d) Interest
will accrue on the unpaid portion of the principal of the Bond of
the Thirteenth Series from March 24, 2009 until the entire
principal amount of the Bond of the Thirteenth Series is paid. The
Bond of the Thirteenth Series shall bear interest at the rate or
rates per annum borne by the Refunding Bonds as provided for in
Section 2.02 of the Refunding Bond Indenture and in the
Refunding Bonds and interest shall be paid on the date or dates on
which, and at the same place or places as, interest is payable on
the Refunding Bonds.
(e) The
payment or payments of principal of the Bond of the Thirteenth
Series shall be equal to the principal amount of, and any premium
on, the Refunding Bonds which is due and payable under the
Refunding Bond Indenture and shall be payable on the date or dates
on which, and at the same place or places as, the principal of, and
any premium on such Refunding Bonds.
(f) The Bond
of the Thirteenth Series shall be subject to redemption at the same
times and in the same amounts as the Refunding Bonds.
(g) The
principal amount of and interest on the Bond of the Thirteenth
Series shall be payable in lawful money of the United States of
America.
SECTION 2. At such
time or times that all or a portion of the principal amount of the
Refunding Bonds shall be redeemed or otherwise deemed to have been
paid, the Company shall deliver a notice to the Trustee directing
the Trustee to reduce the principal amount of the Bond of the
Thirteenth Series by such specific principal amount, and such
specific principal amount shall be deemed for all purposes of the
Indenture, including Article IV and Article XI of the
Indenture to be Retired Bonds.
SECTION 3. If the
Refunding Bonds shall become immediately due and payable, pursuant
to the provisions of the first paragraph of Section 8.02 of
the Refunding Bond Indenture (by reason of the occurrence and
continuance of an “Event of Default” under
Section 8.01 of the Refunding Bond Indenture), the Bond of the
Thirteenth Series shall be subject to redemption in whole. The
Trustee shall redeem the Bond of the Thirteenth Series upon receipt
of a written notice (hereinafter referred to as the
“Notice”) from the Company stating that the Refunding
Bonds have become immediately due and payable. The Notice shall
direct the Trustee to call the Bond of the Thirteenth Series for
redemption. No notice of redemption of the Bond of the Thirteenth
Series shall be required in connection with such redemption under
Article IX of the Indenture. The Bond of the Thirteenth Series
shall be redeemed in whole immediately upon the receipt by the
Trustee of such Notice. The Trustee may conclusively presume the
statements contained in the Notice to be correct. Any such
redemption of the Bond of the Thirteenth Series shall be at a
redemption price equal to the principal amount of the Bond of
the
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Thirteenth
Series together with accrued interest to the redemption date, and
such amount shall become and be due and payable immediately. The
Company hereby covenants that, if a Notice shall be delivered to
the Trustee, the Company will deposit immediately, subject to
Section 5(b) hereof, with the Trustee, in accordance with
Article IX of the Indenture, an amount in cash sufficient to
redeem the Bond of the Thirteenth Series so called for
redemption.
SECTION 4. The
Bond of the Thirteenth Series is not transferable except as may be
required to effect a transfer to any successor insurer or assignee
under the Insurance Agreement.
SECTION 5.
(a) The Bond of the Thirteenth Series shall be pledged by the
Company with and delivered to the Insurer to secure payment of the
principal of premium, if any, and interest on the Refunding
Bonds.
(b) The
obligation of the Company to make any payment of the principal of
or any premium or interest on the Bond of the Thirteenth Series
shall be fully or partially, as the case may be, paid, deemed to
have been paid or otherwise satisfied and discharged to the extent
that at the time any such payment shall be due, the then due
principal of and any premium or interest on the Refunding Bonds
shall have been fully or partially paid, deemed to have been paid
or otherwise satisfied and discharged, excluding, however, amounts
paid by the Insurer under the municipal bond insurance policy with
respect to the Refunding Bonds.
(c) The
Trustee shall conclusively presume that the obligation of the
Company to make payments of the principal of or any premium or
interest on the Bond of the Thirteenth Series shall have been fully
paid, deemed to have been paid or otherwise satisfied and
discharged when due unless and until the Trustee shall have
received written notice from th
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