Exhibit 4.4
WHEN RECORDED
MAIL TO:
Gerald L. Waters
Union Electric Company
1901 Chouteau Avenue
St. Louis, MO 61303
Executed in 35 Counterparts, No. 35 .
SUPPLEMENTAL INDENTURE
DATED MAY 1, 2004
UNION ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
AS TRUSTEE
(SUPPLEMENTAL TO THE INDENTURE OF
MORTGAGE AND DEED OF TRUST DATED JUNE 15, 1937, AS AMENDED,
EXECUTED BY UNION ELECTRIC COMPANY TO THE BANK OF NEW YORK, AS
TRUSTEE)
First Mortgage Bonds, Senior Notes
Series FF
This instrument was prepared by
Steven R. Sullivan, Esq., Senior Vice President
Governmental/Regulatory Policy, General Counsel and Secretary of
Union Electric Company, 1901 Chouteau Avenue, St. Louis,
Missouri 63103, (314) 554-2098.
SUPPLEMENTAL INDENTURE, dated the
1st day of May, Two thousand and four (2004) made by and between
UNION ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the
“Company”), party of the first part, and The Bank of
New York (successor trustee to Bank of America, National
Association, formerly Boatmen’s Trust Company), a bank
existing under the laws of the State of New York (hereinafter
called the “Trustee”), as Trustee under the Indenture
of Mortgage and Deed of Trust dated June 15, 1937, hereinafter
mentioned, party of the second part:
WHEREAS , the Company has heretofore executed and
delivered to the Trustee its Indenture of Mortgage and Deed of
Trust, dated June 15, 1937, as amended May 1, 1941,
April 1, 1971, February 1, 1974, July 7, 1980,
February 1, 2000 and August 15, 2002 (said Indenture of
Mortgage and Deed of Trust as so amended, being hereinafter
referred to as the “Original Indenture”), to secure the
payment of the principal of and the interest (and premium, if any)
on all bonds at any time issued and outstanding thereunder, and
indentures supplemental thereto dated June 15, 1937, May 1,
1941, March 17, 1942, April 13, 1945, April 27,
1945, October 1, 1945, April 11, 1947, April 13,
1949, September 13, 1950, December 1, 1950,
September 20, 1951, May 1, 1952, March 1, 1954, May 1,
1955, August 31, 1955, April 1, 1956, July 1, 1956,
August 1, 1957, February 1, 1958, March 1, 1958,
November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1,
1960, October 24, 1960, June 30, 1961, July 1, 1961,
August 9, 1962, September 30, 1963, November 1,
1963, March 12, 1965, April 1, 1965, April 14, 1966,
May 1, 1966, February 17, 1967, March 1, 1967,
February 19, 1968, March 15, 1968, August 21, 1968,
April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970,
June 12, 1970, January 1, 1971, April 1, 1971,
September 15, 1971, December 3, 1973, February 1,
1974, April 25, 1974, February 3, 1975, March 1,
1975, June 11, 1975, May 12, 1976, August 16, 1976,
April 26, 1977, October 15, 1977, November 7, 1977,
December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980,
August 20, 1980, February 1, 1981, October 8, 1981,
August 27, 1982, September 1, 1982, December 15,
1982, March 1, 1983, June 21, 1984, December 12,
1984, June 11, 1985, March 1, 1986, May 1, 1986, May 1,
1990, December 1, 1991, December 4, 1991, January 1,
1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993, February 18,
1993, May 1, 1993, August 1, 1993, October 1, 1993,
January 1, 1994, February 1, 2000, August 15, 2002,
March 5, 2003, April 1, 2003, July 15, 2003,
October 1, 2003 and February 1, 2004 (eight separate
indentures supplemental thereto), respectively, have heretofore
been entered into between the Company and the Trustee;
and
WHEREAS , Bonds have heretofore been issued by the
Company under the Original Indenture as follows:
(1)
$80,000,000 principal amount of
First Mortgage and Collateral Trust Bonds, 3 3/4% Series due 1962,
all of which have been redeemed prior to the date of the execution
hereof;
(2)
$90,000,000 principal amount of
First Mortgage and Collateral Trust Bonds, 3 3/8% Series due 1971,
which are described in the Supplemental Indenture dated May 1, 1941
(hereinafter called the “Supplemental Indenture of May 1,
1941”), all of which have been paid at maturity prior to the
date of the execution hereof;
(3)
$13,000,000 principal amount of
First Mortgage and Collateral Trust Bonds, 2 3/4% Series due 1975
(herein called the “Bonds of 1975 Series”), which are
described in the Supplemental Indenture dated October 1, 1945
(hereinafter called the “Supplemental Indenture of
October 1, 1945”), all of which have been paid at
maturity prior to the date of the execution hereof;
(4)
$25,000,000 principal amount of
First Mortgage and Collateral Trust Bonds, 2 7/8% Series due 1980
(herein called the “Bonds of 1980 Series”), which are
described in the Supplemental Indenture dated December 1, 1950
(hereinafter called the “Supplemental Indenture of
December 1, 1950”), all of which have been paid at
maturity prior to the date of the execution hereof;
(5)
$30,000,000 principal amount of
First Mortgage and Collateral Trust Bonds, 3 1/4% Series due 1982
(herein called the “Bonds of 1982 Series”), which are
described in the Supplemental Indenture dated May 1, 1952
(hereinafter called the “Supplemental Indenture of May 1,
1952”), all of which have been paid at maturity prior to the
date of the execution hereof;
(6)
$40,000,000 principal amount of
First Mortgage Bonds, 3 3/4% Series due 1986 (herein called the
“Bonds of 1986 Series”), which are described in the
Supplemental Indenture dated July 1, 1956 (hereinafter called
the “Supplemental Indenture of July 1, 1956”), all
of which have been paid at maturity prior to the date of the
execution hereof;
(7)
$35,000,000 principal amount of
First Mortgage Bonds, 4 3/8% Series due 1988 (herein called the
“Bonds of 1988 Series”), which are described in the
Supplemental Indenture dated March 1, 1958 (hereinafter called
the “Supplemental Indenture of March 1, 1958”),
all of which have been paid at maturity prior to the date of the
execution hereof;
(8)
$50,000,000 principal amount of
First Mortgage Bonds, 4 3/4% Series due 1990 (herein called the
“Bonds of 1990 Series”), which are described in the
Supplemental Indenture dated September 1, 1960 (hereinafter
called the “Supplemental Indenture of September 1,
1960”), all of which have been paid at maturity prior to the
date of the execution hereof;
(9)
$30,000,000 principal amount of
First Mortgage Bonds, 4 3/4% Series due 1991 (herein called the
“Bonds of 1991 Series”), which are described in the
Supplemental Indenture dated July 1, 1961 (hereinafter called
the “Supplemental Indenture of July 1, 1961”), all
of which have been paid at maturity prior to the date of the
execution hereof;
(10)
$30,000,000 principal amount of
First Mortgage Bonds, 4 1/2% Series due 1993 (herein called the
“Bonds of 1993 Series”), which are described in the
Supplemental Indenture dated November 1, 1963 (hereinafter
called the “Supplemental Indenture of November 1,
1963”), all of which have been redeemed prior to the date of
the execution hereof;
(11)
$35,000,000 principal amount of
First Mortgage Bonds, 4 1/2% Series due 1995 (herein called the
“Bonds of 1995 Series”), which are described in the
Supplemental Indenture dated April 1, 1965 (hereinafter called
the “Supplemental Indenture of April 1, 1965”),
all of which have been paid at maturity prior to the date of the
execution hereof;
2
(12)
$30,000,000 principal amount of
First Mortgage Bonds, 5 1/2% Series due 1996 (herein called the
“Bonds of 1996 Series”), which are described in the
Supplemental Indenture dated May 1, 1966 (hereinafter called the
“Supplemental Indenture of May 1, 1966”), all of which
have been paid at maturity prior to the date of the execution
hereof;
(13)
$40,000,000 principal amount of
First Mortgage Bonds, 5 1/2% Series due 1997 (herein called the
“Bonds of 1997 Series”), which are described in the
Supplemental Indenture dated March 1, 1967 (hereinafter called
the “Supplemental Indenture of March 1, 1967”),
all of which have been paid at maturity prior to the date of the
execution hereof;
(14)
$50,000,000 principal amount of
First Mortgage Bonds, 7% Series due 1998 (herein called the
“Bonds of 1998 Series”), which are described in the
Supplemental Indenture dated March 15, 1968 (hereinafter
called the “Supplemental Indenture of March 15,
1968”), all of which have been redeemed prior to the date of
the execution hereof;
(15)
$35,000,000 principal amount of
First Mortgage Bonds, 7 3/8% Series due 1999 (herein called the
“Bonds of May 1999 Series”), which are described in the
Supplemental Indenture dated May 1, 1969 (hereinafter called the
“Supplemental Indenture of May 1, 1969”), all of which
have been redeemed prior to the date of the execution
hereof;
(16)
$40,000,000 principal amount of
First Mortgage Bonds, 8 1/4% Series due 1999 (herein called the
“Bonds of October 1999 Series”), which are
described in the Supplemental Indenture dated October 1, 1969
(hereinafter called the “Supplemental Indenture of
October 1, 1969”), all of which have been redeemed prior
to the date of the execution hereof;
(17)
$100,000,000 principal amount of
First Mortgage Bonds, 9.95% Series due 1999 (herein called the
“Bonds of November 1999 Series”), which are
described in the Supplemental Indenture dated November 1, 1979
(hereinafter called the “Supplemental Indenture of
November 1, 1979”), all of which have been redeemed
prior to the date of the execution hereof;
(18)
$60,000,000 principal amount of
First Mortgage Bonds, 9% Series due 2000 (herein called the
“Bonds of 2000 Series”), which are described in the
Supplemental Indenture dated April 1, 1970 (hereinafter called
the “Supplemental Indenture of April 1, 1970”),
all of which have been redeemed prior to the date of the execution
hereof;
(19)
$50,000,000 principal amount of
First Mortgage Bonds, 7 7/8% Series due 2001 (herein called the
“Bonds of January 2001 Series”), which are
described in the Supplemental Indenture dated January 1, 1971
(hereinafter called the “Supplemental Indenture of
January 1, 1971”), all of which have been redeemed prior
to the date of the execution hereof;
(20)
$50,000,000 principal amount of
First Mortgage Bonds, 7 5/8% Series due 2001 (herein called the
“Bonds of April 2001 Series”), which are described
in the Supplemental Indenture dated April 1, 1971 (hereinafter
called the “Supplemental
3
Indenture of April 1,
1971”), all of which have been redeemed prior to the date of
the execution hereof;
(21)
$60,000,000 principal amount of
First Mortgage Bonds, 8 1/8% Series due 2001 (herein called the
“Bonds of October 2001 Series”), which are
described in the Supplemental Indenture dated September 15,
1971 (hereinafter called the “Supplemental Indenture of
September 15, 1971”), all of which have been redeemed
prior to the date of the execution hereof;
(22)
$70,000,000 principal amount of
First Mortgage Bonds, 8 3/8% Series due 2004 (herein called the
“Bonds of 2004 Series”), which are described in the
Supplemental Indenture dated February 1, 1974 (hereinafter
called the “Supplemental Indenture of February 1,
1974”), all of which have been redeemed prior to the date of
the execution hereof;
(23)
$70,000,000 principal amount of
First Mortgage Bonds, 10 1/2% Series due 2005 (herein called the
“Bonds of 2005 Series”), which are described in the
Supplemental Indenture dated March 1, 1975 (hereinafter called
the “Supplemental Indenture of March 1, 1975”),
all of which have been redeemed prior to the date of the execution
hereof;
(24)
$70,000,000 principal amount of
First Mortgage Bonds, 8 7/8% Series due 2006 (herein called the
“Bonds of 2006 Series”), which are described in the
Supplemental Indenture dated August 16, 1976 (hereinafter
called the “Supplemental Indenture of August 16,
1976”), all of which have been redeemed prior to the date of
the execution hereof;
(25)
$27,085,000 principal amount of
First Mortgage Bonds, 5.80% Environmental Improvement Series 1977,
which are described in the Supplemental Indenture dated
October 15, 1977 (hereinafter called the “Supplemental
Indenture of October 15, 1977”), all of which have been
redeemed prior to the date of the execution hereof;
(26)
$60,000,000 principal amount of
First Mortgage Bonds, 8 5/8% Series due 2007 (herein called the
“Bonds of 2007 Series”), which are described in the
Supplemental Indenture dated December 1, 1977 (hereinafter
called the “Supplemental Indenture of December 1,
1977”), all of which have been redeemed prior to the date of
the execution hereof;
(27)
$55,000,000 principal amount of
First Mortgage Bonds, 9.35% Series due 2008 (herein called the
“Bonds of 2008 Series”), which are described in the
Supplemental Indenture dated August 1, 1978 (hereinafter
called the “Supplemental Indenture of August 1,
1978”), all of which have been redeemed prior to the date of
the execution hereof;
(28)
$60,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 1980, which
are described in the Supplemental Indenture dated August 1,
1980 (hereinafter called the “Supplemental Indenture of
August 1, 1980”), all of which have been redeemed prior
to the date of the execution hereof;
4
(29)
$150,000,000 principal amount of
First Mortgage Bonds, 15 3/8% Series due 1991 (herein called the
“Bonds of February 1991 Series”), which are
described in the Supplemental Indenture dated February 1, 1981
(hereinafter called the “Supplemental Indenture of
February 1, 1981”), all of which have been redeemed
prior to the date of the execution hereof;
(30)
$125,000,000 principal amount of
First Mortgage Bonds, 15% Series due 1992 (herein called the
“Bonds of 1992 Series”), which are described in the
Supplemental Indenture dated September 1, 1982 (hereinafter
called the “Supplemental Indenture of September 1,
1982”), all of which have been redeemed prior to the date of
the execution hereof;
(31)
$100,000,000 principal amount of
First Mortgage Bonds, 13% Series due 2013 (herein called the
“Bonds of 2013 Series”), which are described in the
Supplemental Indenture dated March 1, 1983 (hereinafter called
the “Supplemental Indenture of March 1, 1983”),
all of which have been redeemed prior to the date of the execution
hereof;
(32)
$100,000,000 principal amount of
First Mortgage Bonds, 9 3/8% Series due 2016 (herein called the
“Bonds of 2016 Series”), which are described in the
Supplemental Indenture dated March 1, 1986 (hereinafter called
the “Supplemental Indenture of March 1, 1986”),
all of which have been redeemed prior to the date of the execution
hereof;
(33)
$100,000,000 principal amount of
First Mortgage Bonds, 8 7/8% Series due 1996 (herein called the
“Bonds of 1996 Series”), which are described in the
Supplemental Indenture dated May 1, 1986 (hereinafter called the
“Supplemental Indenture of May 1, 1986”), all of which
have been redeemed prior to the date of the execution
hereof;
(34)
$60,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 1990A, which
are described in the Supplemental Indenture dated May 1, 1990
(hereinafter called the “Supplemental Indenture of May 1,
1990”), all of which have been redeemed prior to the date of
the execution hereof;
(35)
$125,000,000 principal amount of
First Mortgage Bonds, 8 3/4% Series due 2021 (herein called the
“Bonds of 2021 Series”), which are described in the
Supplemental Indenture dated December 1, 1991 (hereinafter
called the “Supplemental Indenture of December 1,
1991”), all of which have been redeemed prior to the date of
the execution hereof;
(36)
$75,000,000 principal amount of
First Mortgage Bonds, 8.33% Series due 2002 (herein called the
“Bonds of 2002 Series”), which are described in the
Supplemental Indenture dated December 4, 1991 (hereinafter
called the “Supplemental Indenture of December 4,
1991”), all of which have been paid at maturity prior to the
date of the execution hereof;
(37)
$100,000,000 principal amount of
First Mortgage Bonds, 7.65% Series due 2003 (herein called the
“Bonds of 2003 Series”), which are described in the
Supplemental Indenture dated January 1, 1992 (hereinafter
called the “Supplemental
5
Indenture of January 1,
1992”), all of which have been paid at maturity prior to the
date of the execution hereof;
(38)
$204,000,000 aggregate principal
amount of First Mortgage Bonds, consisting of $100,000,000
principal amount of 6 3/4% Series due 1999 and $104,000,000
principal amount of 8 1/4% Series due 2022 (herein called the
“Bonds of 1999 Series” and “Bonds of 2022
Series”, respectively), which are described in the
Supplemental Indenture dated October 1, 1992 (hereinafter
called the “Supplemental Indenture of October 1,
1992”), of which the Bonds of 1999 Series have been paid at
maturity prior to the date of execution hereof and the Bonds of
2022 Series have been redeemed prior to the date of the execution
hereof;
(39)
$170,000,000 aggregate principal
amount of First Mortgage Bonds, consisting of $85,000,000 principal
amount of 7 3/8% Series due 2004 and $85,000,000 principal amount
of 8% Series due 2022 (herein called the “Bonds of
December 2004 Series” and “Bonds of
December 2022 Series”, respectively, which are described
in the Supplemental Indenture dated December 1, 1992,
(hereinafter called the “Supplemental Indenture of
December 1, 1992”), of which the Bonds of
December 2022 Series have been redeemed prior to the date of
the execution hereof and the Bonds of December 2004 Series are
outstanding at the date of the execution hereof;
(40)
$188,000,000 principal amount of
First Mortgage Bonds, 6 7/8% Series due 2004 (herein called the
“Bonds of August 2004 Series”), which are
described in the Supplemental Indenture dated February 1, 1993
(hereinafter called the “Supplemental Indenture of
February 1, 1993”), all of which are outstanding at the
date of the execution hereof;
(41)
$148,000,000 principal amount of
First Mortgage Bonds, 6 3/4% Series due 2008 (herein called the
“Bonds of May 2008 Series”), which are described in the
Supplemental Indenture dated May 1, 1993 (hereinafter called the
“Supplemental Indenture of May 1, 1993”), all of which
are outstanding at the date of the execution hereof;
(42)
$75,000,000 principal amount of
First Mortgage Bonds, 7.15% Series due 2023 (herein called the
“Bonds of 2023 Series”), which are described in the
Supplemental Indenture dated August 1, 1993 (hereinafter
called the “Supplemental Indenture of August 1,
1993”), all of which have been redeemed prior to the date of
the execution hereof;
(43)
$44,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 1993 (herein
called the “Bonds of 2028 Series”), which are described
in the Supplemental Indenture dated October 1, 1993
(hereinafter called the “Supplemental Indenture of
October 1, 1993”), all of which are outstanding at the
date of the execution hereof;
(44)
$100,000,000 principal amount of
First Mortgage Bonds, 7% Series due 2024 (herein called the
“Bonds of 2024 Series”), which are described in the
Supplemental Indenture dated January 1, 1994 (hereinafter
called the “Supplemental Indenture of January 1,
1994”), all of which are outstanding at the date of the
execution hereof;
6
(45)
$173,000,000 principal amount of
First Mortgage Bonds, Senior Notes Series AA (herein called the
“Bonds of 2012 Series”), which are described in the
Supplemental Indenture dated August 15, 2002 (hereinafter
called the “Supplemental Indenture of August 15,
2002”), all of which are outstanding at the date of the
execution hereof;
(46)
$184,000,000 principal amount of
First Mortgage Bonds, Senior Notes Series BB (herein called the
“Bonds of 2034 Series”), which are described in the
Supplemental Indenture dated March 5, 2003 (hereinafter called
the “Supplemental Indenture of March 5, 2003”),
all of which are outstanding at the date of the execution
hereof;
(47)
$114,000,000 principal amount of
First Mortgage Bonds, Senior Notes Series CC (herein called the
“Bonds of 2015 Series”), which are described in the
Supplemental Indenture dated April 1, 2003 (hereinafter called
the “Supplemental Indenture of April 1, 2003”),
all of which are outstanding at the date of the execution
hereof;
(48)
$200,000,000 principal amount of
First Mortgage Bonds, Senior Notes Series DD (herein called the
“Bonds of 2018 Series”), which are described in the
Supplemental Indenture dated July 15, 2003 (hereinafter called
the “Supplemental Indenture of July 15, 2003”),
all of which are outstanding at the date of the execution
hereof;
(49)
$200,000,000 principal amount of
First Mortgage Bonds, Senior Notes Series EE (herein called the
“Bonds of 2013 Series”), which are described in the
Supplemental Indenture dated October 1, 2003 (hereinafter
called the “Supplemental Indenture of October 1,
2003”), all of which are outstanding at the date of the
execution hereof;
(50)
$60,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004A, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004A Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
(51)
$50,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004B, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004B Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
(52)
$50,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004C, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004C Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
(53)
$63,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004D, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004D Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
7
(54)
$63,500,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004E, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004E Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
(55)
$60,000,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004F, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004F Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
(56)
$42,585,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004G, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004G Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof; and
(57)
$47,500,000 principal amount of
First Mortgage Bonds, Environmental Improvement Series 2004H, which
are described in the Supplemental Indenture dated February 1,
2004 (hereinafter called the “Series 2004H Supplemental
Indenture of February 1, 2004”), all of which are
outstanding at the date of the execution hereof;
and
WHEREAS , the Company on August 31, 1955 acquired
all of the properties of Union Electric Power Company, the
Subsidiary as defined in Article I of the Original Indenture,
upon the dissolution of the Subsidiary; the Company, by
Supplemental Indenture dated August 31, 1955, conveyed all of
the properties so acquired (other than property of the character
defined as excepted property in the granting clauses of the
Original Indenture) to the Trustee upon the terms and trusts in the
Original Indenture and the indentures supplemental thereto set
forth for the equal and proportionate benefit and security of all
present and future holders of the Bonds and coupons issued and to
be issued thereunder, all the shares of stock of the Subsidiary
were released from the lien of the Original Indenture; and the
Company became entitled to change the general designation of the
Bonds so as to omit the words “and Collateral Trust”;
and
WHEREAS , the Articles of Incorporation of the Company
were duly amended on April 23, 1956, to change its corporate
name from “Union Electric Company of Missouri” to
“Union Electric Company”; and
WHEREAS , the Articles of Agreement of the Trustee were
duly amended effective on January 4, 1982 to change its
corporate name from “St. Louis Union Trust Company” to
“Centerre Trust Company of St. Louis”, and further
amended on December 9, 1988, to change its corporate name from
“Centerre Trust Company of St. Louis” to
“Boatmen’s Trust Company”; and
WHEREAS , that on March 13, 1998, Boatmen’s
Trust Company merged into NationsBank, National Association and
effective July 5, 1999, changed its name to Bank of America,
National Association; and
WHEREAS , that on February 1, 2000, The Bank of New
York, as transferee of the corporate trust business of Bank of
America, National Association (formerly known as
8
Boatmen’s Trust Company), Trustee under
the Original Indenture, became successor Trustee under the Original
Indenture; and
WHEREAS , the Company is entitled at this time to have
authenticated and delivered additional Bonds on the basis of
“refundable bonds” upon compliance with and pursuant to
the provisions of Section 6 of Article III of the
Original Indenture; and
WHEREAS , the Company has entered into an Indenture
dated as of August 15, 2002 (the “Senior Note
Indenture”) with The Bank of New York, as trustee (the
“Senior Note Trustee”) providing for the issuance from
time to time of senior notes thereunder; and
WHEREAS , the Company desires by this Supplemental
Indenture to provide for the creation of, and the issuance to the
Senior Note Trustee of, a new series of Bonds under the Original
Indenture as security for $104,000,000 aggregate principal amount
of the Company’s 5.50% Senior Secured Notes due 2014 (the
“Senior Notes”) to be issued under the Senior
Note Indenture, to have the designation provided in Article I,
Section 1 hereof (herein called the “New Bonds”),
and the Original Indenture provides that certain terms and
provisions, as determined by the Board of Directors of the Company,
of the Bonds of any particular series may be expressed in and
provided by the execution of an appropriate supplemental indenture;
and
WHEREAS , the Original Indenture provides that the
Company and the Trustee may enter into indentures supplemental to
the Original Indenture specifically to convey, transfer and assign
to the Trustee and to subject to the lien of the Original Indenture
additional properties acquired by the Company; and
WHEREAS , the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of
the Original Indenture and pursuant to appropriate resolutions of
the Board of Directors, has duly resolved and determined to make,
execute and deliver to the Trustee a Supplemental Indenture in the
form hereof for the purposes herein provided; and
WHEREAS , all conditions and requirements necessary to
make this Supplemental I
