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Exhibit 4.1
KANSAS GAS AND ELECTRIC
COMPANY
TO
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
(successor to BNY Midwest
Trust Company)
and
JUDITH L.
BARTOLINI
(successor to W. A. Spooner,
Henry A. Theis, Oliver R. Brooks,
Wesley L. Baker, Edwin F.
McMichael and R. Amundsen)
as Trustees under Kansas Gas
and Electric Company’s
Mortgage and Deed of Trust,
Dated as of April 1, 1940
FIFTIETH SUPPLEMENTAL
INDENTURE
Providing, among other
things, for
First Mortgage Bonds, 5.57%
Series due March 17, 2012
Dated as of
February 22, 2008
FIFTIETH SUPPLEMENTAL
INDENTURE
INDENTURE, dated as of
February 22, 2008, between Kansas Gas and Electric Company, a
corporation of the State of Kansas (formerly named KCA Corporation
and successor by merger to Kansas Gas and Electric Company, a
corporation of the State of Kansas, hereinafter sometimes called
the “Company-Kansas”), whose post office address is 120
East First Street, Wichita, Kansas 67202 (hereinafter sometimes
called the “Company”), and The Bank of New York Trust
Company, N.A., a national banking association, whose post office
address is 2 North LaSalle Street, Suite 1020, Chicago, Illinois
60602 (successor to BNY Midwest Trust Company (the “Corporate
Trustee”)), and Judith L. Bartolini (successor to W.A.
Spooner, Henry A. Theis, Oliver R. Brooks, Wesley L.
Baker, Edwin F. McMichael and R. Amundsen, and being
hereinafter sometimes called the “Individual Trustee”),
whose post office address is 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602 (the Corporate Trustee and the Individual
Trustee being hereinafter together sometimes called the
“Trustees”), as Trustees under the Mortgage and Deed of
Trust, dated as of April 1, 1940 (hereinafter called the
“Mortgage”), which Mortgage was executed and delivered
by Kansas Gas and Electric Company, a corporation of the State of
West Virginia to which the Company-Kansas was successor by merger
(hereinafter sometimes called the “Company-West
Virginia”), to secure the payment of bonds issued or to be
issued under and in accordance with the provisions of the Mortgage,
reference to which Mortgage is hereby made, this Indenture
(hereinafter sometimes called the “Fiftieth Supplemental
Indenture”) being supplemental thereto;
WHEREAS, the Company-West
Virginia caused the Mortgage to be filed for record as a mortgage
of real property and as a chattel mortgage in the offices of the
Registers of Deeds in various counties in the State of Kansas, and
on April 25, 1940 paid to the Register of Deeds of Sedgwick
County, Kansas, that being the County in which the Mortgage was
first filed for record, the sum of $40,000 in payment of the Kansas
mortgage registration tax as provided by Section 79-3101 et
seq. , General Statutes of Kansas 1935; and
WHEREAS, by the Mortgage, the
Company-West Virginia covenanted that it would execute and deliver
such supplemental indenture or indentures and such further
instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Mortgage
and to make subject to the lien of the Mortgage any property
thereafter acquired, intended to be subject to the lien thereof;
and
WHEREAS, an instrument, dated
May 31, 1949, was executed by the Company-West Virginia
appointing Oliver R. Brooks as Individual Trustee in succession to
said Henry A. Theis, resigned, under the Mortgage, and by Oliver R.
Brooks accepting the appointment as Individual Trustee under the
Mortgage in succession to said Henry A. Theis, which instrument was
filed for record in the offices of the Registers of Deeds in
various counties in the State of Kansas; and
WHEREAS, an instrument, dated
March 3, 1958, was executed by the Company-West Virginia
appointing Wesley L. Baker as Individual Trustee in succession to
said Oliver R. Brooks, resigned, under the Mortgage, and by Wesley
L. Baker accepting the appointment as Individual Trustee under the
Mortgage in succession to said Oliver R. Brooks, which instrument
was filed for record in the offices of the Registers of Deeds in
various counties in the State of Kansas; and
WHEREAS, an instrument, dated
November 20, 1969, was executed by the Company-West Virginia
appointing Edwin F. McMichael as Individual Trustee in succession
to said Wesley L. Baker, resigned, under the Mortgage, and by Edwin
F. McMichael accepting the appointment as Individual Trustee under
the Mortgage in succession to said Wesley L. Baker, which
instrument was filed for record in the offices of the Registers of
Deeds in various counties in the State of Kansas; and
WHEREAS, by the
Twenty-seventh Supplemental Indenture mentioned below, the
Company-Kansas, among other things, appointed R. Amundsen as
Individual Trustee in succession to said Edwin F. McMichael,
resigned, under the Mortgage, and by R. Amundsen accepting the
appointment as Individual Trustee under the Mortgage in succession
to said Edwin F. McMichael; and
WHEREAS, by the Thirty-second
Supplemental Indenture mentioned below, the Company-Kansas, among
other things, appointed W. A. Spooner as Individual Trustee in
succession to said R. Amundsen, resigned, under the Mortgage, and
by W. A. Spooner accepting the appointment as Individual Trustee
under the Mortgage in succession to said R. Amundsen;
and
WHEREAS, by the Fortieth
Supplemental Indenture mentioned below, the Company-Kansas, among
other things, appointed Judith L. Bartolini as Individual Trustee
in succession to said W.A. Spooner resigned, under the Mortgage,
and by Judith L. Bartolini accepting the appointment as Individual
Trustee under the Mortgage in succession to said W.A. Spooner;
and
WHEREAS, the Company-West
Virginia executed and delivered to the Trustees a First
Supplemental Indenture, dated as of June 1, 1942 (which
supplemental indenture is hereinafter sometimes called the
“First Supplemental Indenture”); and
WHEREAS, the Company-West
Virginia caused the First Supplemental Indenture to be filed for
record as a mortgage of real property and as a chattel mortgage in
the offices of the Registers of Deeds in various counties in the
State of Kansas, but paid no mortgage registration tax in
connection with the recordation of the First Supplemental
Indenture, no such tax having been payable in connection with such
recordation; and
WHEREAS, the Company-West
Virginia executed and delivered to the Trustees the following
supplemental indentures:
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|
|
|
|
|
Designation
|
|
Dated as of
|
|
|
| Second Supplemental Indenture |
|
March 1, 1948 |
|
|
| Third
Supplemental Indenture |
|
December 1, 1949 |
|
|
| Fourth
Supplemental Indenture |
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June 1,
1952 |
|
|
| Fifth
Supplemental Indenture |
|
October 1, 1953 |
|
|
| Sixth
Supplemental Indenture |
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March 1, 1955 |
|
|
| Seventh Supplemental Indenture |
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February 1, 1956 |
|
|
| Eighth
Supplemental Indenture |
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January 1, 1961 |
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| Ninth
Supplemental Indenture |
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May 1,
1966 |
|
|
| Tenth
Supplemental Indenture |
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March 1, 1970 |
|
|
| Eleventh Supplemental Indenture |
|
May 1, 1971 |
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|
| Twelfth
Supplemental Indenture |
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March 1, 1972 |
|
|
-2-
which supplemental indentures are
hereinafter sometimes called the Second through Twelfth
Supplemental Indentures, respectively; and
WHEREAS, the Company-West
Virginia caused the Second through Eighth Supplemental Indentures
to be filed for record as a mortgage of real property and as a
chattel mortgage in the offices of the Registers of Deeds in
various counties in the State of Kansas, and caused the Ninth
through Twelfth Supplemental Indentures to be filed for record as a
mortgage of real property in the offices of the Registers of Deeds
in various counties in the State of Kansas and as a chattel
mortgage in the Office of the Secretary of State of Kansas, and on
the following dates paid to the Register of Deeds of Sedgwick
County, Kansas, that being the County in which the Second through
Twelfth Supplemental Indentures were first filed for record as a
mortgage of real property, the following amounts:
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Date
|
|
Amount |
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March 30, 1948
|
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$ |
12,500 |
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December 7, 1949
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|
|
7,500 |
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June 17, 1952
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|
|
30,000 |
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October 21, 1953
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|
|
25,000 |
|
March 22, 1955
|
|
|
25,000 |
|
March 5, 1956
|
|
|
17,500 |
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January 24, 1961
|
|
|
17,500 |
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May 17, 1966
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|
|
40,000 |
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March 10, 1970
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|
|
87,500 |
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May 19, 1971
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|
|
87,500 |
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March 23, 1972
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|
|
62,500 |
such amounts being in payment of the
Kansas mortgage registration tax as provided by the then currently
applicable sections of the statutes of the State of Kansas in
effect on those dates; and
WHEREAS, the Company-West
Virginia was merged into the Company-Kansas on May 31, 1973;
and
WHEREAS, in order to evidence
the succession of the Company-Kansas to the Company-West Virginia
and the assumption by the Company-Kansas of the covenants and
conditions of the Company-West Virginia in the bonds and in the
Mortgage contained, and to enable the Company-Kansas to have and
exercise the powers and rights of the Company-West Virginia under
the Mortgage in accordance with the terms thereof, the
Company-Kansas executed and delivered to the Trustees a Thirteenth
Supplemental Indenture, dated as of May 31, 1973 (which
supplemental indenture is hereinafter sometimes called the
“Thirteenth Supplemental Indenture”); and
WHEREAS, the Company-Kansas
caused the Thirteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the offices of the Registers of
Deeds in various counties in the State of Kansas and as a chattel
mortgage in the Office of the Secretary of State
-3-
of Kansas, but paid no mortgage
registration tax in connection with the recordation of the
Thirteenth Supplemental Indenture, no such tax having been payable
in connection with such recordation; and
WHEREAS, the Company-Kansas
executed and delivered to the Trustees the following supplemental
indentures:
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|
|
Designation
|
|
Dated as of
|
| Fourteenth
Supplemental Indenture |
|
July 1,
1975 |
| Fifteenth
Supplemental Indenture |
|
December 1, 1975 |
| Sixteenth
Supplemental Indenture |
|
September 1, 1976 |
| Seventeenth
Supplemental Indenture |
|
March 1, 1977 |
| Eighteenth
Supplemental Indenture |
|
May 1,
1977 |
| Nineteenth
Supplemental Indenture |
|
August 1, 1977 |
| Twentieth
Supplemental Indenture |
|
March 15, 1978 |
| Twenty-first
Supplemental Indenture |
|
January 1, 1979 |
| Twenty-second Supplemental Indenture |
|
April 1, 1980 |
| Twenty-third
Supplemental Indenture |
|
July 1,
1980 |
| Twenty-fourth Supplemental Indenture |
|
August 1, 1980 |
| Twenty-fifth
Supplemental Indenture |
|
June 1,
1981 |
| Twenty-sixth
Supplemental Indenture |
|
December 1, 1981 |
| Twenty-seventh Supplemental Indenture |
|
May 1,
1982 |
| Twenty-eighth Supplemental Indenture |
|
March 15, 1984 |
| Twenty-ninth
Supplemental Indenture |
|
September 1, 1984 |
| Thirtieth
Supplemental Indenture |
|
September 1, 1984 |
| Thirty-first
Supplemental Indenture |
|
February 1, 1985 |
| Thirty-second Supplemental Indenture |
|
April 15, 1986 |
| Thirty-third
Supplemental Indenture |
|
June 1,
1991 |
| Thirty-fourth Supplemental Indenture |
|
March 31, 1992 |
| Thirty-fifth
Supplemental Indenture |
|
December 17, 1992 |
| Thirty-sixth
Supplemental Indenture |
|
August 12, 1993 |
| Thirty-seventh Supplemental Indenture |
|
January 15, 1994 |
| Thirty-eighth Supplemental Indenture |
|
March 1, 1994 |
| Thirty-ninth
Supplemental Indenture |
|
April 15, 1994 |
| Fortieth
Supplemental Indenture |
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June 28, 2000 |
| Forty-first
Supplemental Indenture |
|
June 6,
2002 |
| Forty-second
Supplemental Indenture |
|
March 12, 2004 |
| Forty-third
Supplemental Indenture |
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June 1,
2004 |
| Forty-fourth
Supplemental Indenture |
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May 6,
2005 |
| Forty-fifth
Supplemental Indenture |
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March 17, 2006 |
| Forty-sixth
Supplemental Indenture |
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June 1,
2006 |
| Forty-seventh Supplemental Indenture |
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March 16, 2007 |
| Forth-eighth
Supplemental Indenture |
|
July 10, 2007 |
| Forty-ninth
Supplemental Indenture |
|
October 12,
2007 |
which supplemental indentures are
hereinafter sometimes called the Fourteenth through Forty-ninth
Supplemental Indentures, respectively; and
-4-
WHEREAS, the Company-Kansas
caused the Fourteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the offices of the Registers of
Deeds in various counties in the State of Kansas and as a chattel
mortgage in the Office of the Secretary of State of Kansas;
and
WHEREAS, the Company-Kansas
caused the Fifteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on December 10, 1975,
Film 169, page 363), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
December 10, 1975 and indexed as No. 325,911);
and
WHEREAS, the Company-Kansas
caused the Sixteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on September 29, 1976,
Film 211, page 363), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
September 29, 1976 and indexed as No. 363,835);
and
WHEREAS, the Company-Kansas
caused the Seventeenth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 16, 1977,
Film 234, page 492), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on March 1,
1977 and indexed as No. 384,759); and
WHEREAS, the Company-Kansas
caused the Eighteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on May 26, 1977,
Film 246, page 655), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on May 26,
1977 and indexed as No. 394,573); and
WHEREAS, the Company-Kansas
caused the Nineteenth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on August 31, 1977,
Film 263, page 882), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
September 1, 1977 and indexed as No. 406,577);
and
WHEREAS, the Company-Kansas
caused the Twentieth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on March 29, 1978,
Film 297, pages 635-656), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on March 30,
1978 and indexed as No. 434,072); and
WHEREAS, the Company-Kansas
caused the Twenty-first Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on January 9, 1979,
Film 345, page 648), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
January 10, 1979 and indexed as No. 470,851);
and
-5-
WHEREAS, the Company-Kansas
caused the Twenty-second Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on April 2, 1980,
Film 413, page 1,468), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on April 3,
1980 and indexed as No. 533,415); and
WHEREAS, the Company-Kansas
caused the Twenty-third Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on July 1, 1980,
Film 425, page 1,003), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on July 2,
1980 and indexed as No. 546,185); and
WHEREAS, the Company-Kansas
caused the Twenty-fourth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on August 28, 1980,
Film 435, page 266), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
August 29, 1980 and indexed as No. 554,543);
and
WHEREAS, the Company-Kansas
caused the Twenty-fifth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on June 30, 1981,
Film 483, page 1,512), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on June 30,
1981 and indexed as No. 601,270); and
WHEREAS, the Company-Kansas
caused the Twenty-sixth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on December 30,
1981, Film 510, page 300), and as a chattel mortgage in
the Office of the Secretary of State of Kansas (filed on
December 31, 1981 and indexed as No. 628,293);
and
WHEREAS, the Company-Kansas
caused the Twenty-seventh Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on May 6, 1982,
Film 526, page 1,141), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on May 7,
1982 and indexed as No. 650,115); and
WHEREAS, the Company-Kansas
caused the Twenty-eighth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 22, 1984,
Film 645, page 1,524), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on March 23,
1984 and indexed as No. 796,449); and
WHEREAS, the Company-Kansas
caused the Twenty-ninth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on September 5,
1984, Film 681, page 763), and as a chattel mortgage in
the Office of the Secretary of State of Kansas (filed on
September 6, 1984 and indexed as No. 852,425);
and
-6-
WHEREAS, the Company-Kansas
caused the Thirtieth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on September 12, 1984,
Film 682, page 1,087), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on
September 13, 1984 and indexed as No. 854,284);
and
WHEREAS, the Company-Kansas
caused the Thirty-third Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on June 18, 1991,
Film 1177, page 0876), and as a security agreement in the
Office of Secretary of State of Kansas (filed on June 18, 1991
and indexed as No. 1,693,446); and
WHEREAS, the Company-Kansas
caused the Fortieth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on June 28, 2000,
Film 2062, page 0053), and as a security agreement in the
Office of Secretary of State of Kansas (filed on June 28,
2000, and indexed as No. 3756913); and
WHEREAS, the Company on the
following dates paid to the Register of Deeds of Sedgwick County,
Kansas, that being the County in which the Fourteenth through
Thirtieth Supplemental Indentures, the Thirty-third Supplemental
Indenture and the Fortieth Supplemental Indenture were first filed
for record as a mortgage of real property, the following
amounts:
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|
|
Date
|
|
Amount |
|
July 2, 1975
|
|
$ |
100,000 |
|
December 10, 1975
|
|
|
48,750 |
|
September 29, 1976
|
|
|
62,500 |
|
March 16, 1977
|
|
|
62,500 |
|
May 26, 1977
|
|
|
25,000 |
|
August 31, 1977
|
|
|
6,100 |
|
March 29, 1978
|
|
|
62,500 |
|
January 9, 1979
|
|
|
36,250 |
|
April 2, 1980
|
|
|
67,500 |
|
July 1, 1980
|
|
|
37,500 |
|
August 28, 1980
|
|
|
63,750 |
|
June 30, 1981
|
|
|
75,000 |
|
December 30, 1981
|
|
|
62,500 |
|
May 6, 1982
|
|
|
100,000 |
|
March 22, 1984
|
|
|
93,750 |
|
September 5, 1984
|
|
|
75,000 |
|
September 12, 1984
|
|
|
50,000 |
|
June 18, 1991
|
|
|
334,100 |
|
June 28, 2000
|
|
|
1,780,538.50 |
such amounts being in payment of the
Kansas mortgage registration tax as provided by the then currently
applicable sections of the statutes of the State of Kansas in
effect on those dates; and
-7-
WHEREAS, the Company-Kansas
caused the Thirty-first Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on February 1,
1985, Film 707, page 378), and as a chattel mortgage in
the Office of the Secretary of State of Kansas (filed on
February 4, 1985 and indexed as No. 895,468), but paid no
mortgage registration tax in connection with the recordation of the
Thirty-first Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Thirty-second Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on April 16, 1986,
Film 791, page 1,336), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on April 17,
1986 and indexed as No. 1,048,212), but paid no mortgage
registration tax in connection with the recordation of the
Thirty-second Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, in order to evidence
the succession of the Company to the Company-Kansas and the
assumption by the Company of the covenants and conditions of the
Company-Kansas in the bonds and in the Mortgage contained, and to
enable the Company to have and exercise the powers and rights of
the Company-Kansas under the Mortgage in accordance with the terms
thereof, the Company executed and delivered to the Trustees a
Thirty-fourth Supplemental Indenture, dated as of March 31,
1992 (which supplemental indenture is hereinafter sometimes called
the “Thirty-fourth Supplemental Indenture”);
and
WHEREAS, the Company-Kansas
caused the Thirty-fourth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 31, 1992,
Film 1236, page 987), and as a security agreement in the
Office of Secretary of State of Kansas (filed on March 31,
1992 and indexed as No. 1,780,893), but paid no mortgage
registration tax in connection with the recordation of the
Thirty-fourth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company caused
the Thirty-fifth Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of
Sedgwick County, Kansas (filed on December 16, 1992,
Film 1301, page 0104), and as a security agreement in the
Office of Secretary of State of Kansas (filed on December 16,
1992 and indexed as No. 1,861,886), but paid no mortgage
registration tax in connection with the recordation of the
Thirty-fifth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Thirty-sixth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on August 10, 1993,
Film 1364, page 0515), and as a security agreement in the
Office of Secretary of State of Kansas (filed on August 11,
1993 and indexed as No. 1,936,501), but paid no mortgage
registration tax in connection with the recordation of the
Thirty-sixth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
-8-
WHEREAS, the Company-Kansas
caused the Thirty-seventh Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on January 18,
1994, Film 1411, page 0710), and as a security agreement
in the Office of Secretary of State of Kansas (filed on
January 18, 1994 and indexed as No. 1,985,104), but paid
no mortgage registration tax in connection with the recordation of
the Thirty-seventh Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Thirty-eighth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on February 28,
1994, Film 1422, page 1046), and as a security agreement
in the Office of Secretary of State of Kansas (filed on
February 28, 1994 and indexed as No. 1,997,743), but paid
no mortgage registration tax in connection with the recordation of
the Thirty-eighth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Thirty-ninth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on April 27, 1994,
Film 1440, page 855), and as a security agreement in the
Office of Secretary of State of Kansas (filed on April 27,
1994 and indexed as No. 1,377,915), but paid no mortgage
registration tax in connection with the recordation of the
Thirty-ninth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-first Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on June 6, 2002,
Film 2460, page 1), and as a security agreement in the
office of Secretary of State of Kansas (filed on June 6, 2002,
and indexed as No. 5264221), but paid no mortgage registration
tax in connection with the recordation of the Forty-first
Supplemental Indenture, no such tax having been payable in
connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-second Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 12, 2004,
Film 2854, page 8731), and as a security agreement in the
office of Secretary of State of Kansas (filed on March 12,
2004, and indexed as No. 5760673), but paid no mortgage
registration tax in connection with the recordation of the
Forty-second Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-third Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on June 10, 2004,
Film and Page 28578510), and as a security agreement in
the office of Secretary of State of Kansas (filed on June 10,
2004, and indexed as No. 5820311), but paid no mortgage
registration tax in connection with the recordation of the
Forty-third Supplemental Indenture, no such tax having been payable
in connection with such recordation; and
-9-
WHEREAS, the Company-Kansas
caused the Forty-fourth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on May 6, 2005,
Film and Page 28671438), and as a security agreement in
the office of Secretary of State of Kansas (filed on May 6,
2005, and indexed as No. 5981824), but paid no mortgage
registration tax in connection with the recordation of the
Forty-fourth Supplemental Indenture, no such tax having been
payable in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-fifth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 17, 2006,
Film and Page 28764552), and as a security agreement in
the office of Secretary of State of Kansas (filed on March 17,
2006, and indexed as No. 6122576), but paid no mortgage
registration tax in connection with the recordation of the
Forty-fifth Supplemental Indenture, no such tax having been payable
in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-sixth Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on June 1, 2006,
Film and Page 28785638, and as a security agreement in
the office of Secretary of State of Kansas (filed on June 1,
2006, and indexed as No. 6168504), but paid no mortgage
registration tax in connection with the recordation of the
Forty-sixth Supplemental Indenture, no such tax having been payable
in connection with such recordation; and
WHEREAS, the Company-Kansas
caused the Forty-seventh Supplemental Indenture to be filed for
record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 16,
2007,
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