Thirty-First Supplemental Indenture

TABLE OF CONTENTS(1)

(1)              This Table of Contents is not a part of the annexed supplemental Indenture as executed.

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ARTICLE III

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THIRTY-FIRST SUPPLEMENTAL INDENTURE , dated as of March 26, 2007, between The Empire District Electric Company, a corporation organized and existing under the laws of the State of Kansas (hereinafter called the “Company”), party of the first part, and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America and located in the State of California with a trust office at 2 N. LaSalle Street, Suite 1020, in the City of Chicago, Illinois, and UMB Bank & Trust, N.A., a national banking association organized and existing under the laws of the United States of America and having its principal corporate trust office in the City of St. Louis, Missouri (hereinafter sometimes called respectively the “Principal Trustee” and the “Missouri Trustee” and together the “Trustees” and each thereof a “Trustee”), as Trustees, parties of the second part.

WHEREAS the Company has heretofore executed and delivered to the Trustees its Indenture of Mortgage and Deed of Trust, dated as of September 1, 1944 (hereinafter sometimes referred to as the “Original Indenture”), to secure an issue of First Mortgage Bonds of the Company, issuable in series; and

WHEREAS the Company has heretofore executed and delivered to the Trustees thirty Supplemental Indentures supplemental to the Original Indenture as follows:

some for the purpose of creating an additional series of bonds and of conveying additional property of the Company, and some for the purpose of modifying or amending provisions of the Original Indenture (the Original Indenture, all said Supplemental Indentures (other than the Thirtieth Supplemental Indenture, which did not become effective) and this Supplemental Indenture are herein collectively called the “Indenture”); and

WHEREAS the Company has acquired certain additional property hereinafter described or mentioned and, in compliance with its covenants in the Original Indenture, desires, by this Thirty-First Supplemental Indenture, to evidence the subjection of such additional property to the lien of the Indenture; and

WHEREAS as provided by the Original Indenture, the Board of Directors of the Company, by resolution, has authorized a new series of bonds, to mature on April 1, 2037, and to be designated as “First Mortgage Bonds, 5.875% Series due 2037,” and has authorized provisions permitted by the Original Indenture in respect of the bonds of said series; and

WHEREAS the Board of Directors of the Company has authorized the Company to enter into this Thirty-First Supplemental Indenture (herein sometimes referred to as “this Thirty-First Supplemental Indenture” or “this Supplemental Indenture”) conveying to the Trustees and subjecting to the lien of the Indenture the property hereinafter described or mentioned, creating and designating the new series of bonds, and specifying the form and provisions of the bonds of said series provided or permitted by the Original Indenture; and

WHEREAS the texts of the First Mortgage Bonds, 5.875% Series due 2037, and of the Principal Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms following, respectively:

[FORM OF BOND]

[FACE]
THE EMPIRE DISTRICT ELECTRIC COMPANY
FIRST MORTGAGE BOND
5.875% SERIES DUE 2037
DUE APRIL 1, 2037

No.  ______                                                                                                                                                                   $______

THE EMPIRE DISTRICT ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Kansas (hereinafter sometimes called the “Company”), for value received, hereby promises to pay to                                      or registered assigns, on (unless this bond shall have been called for previous redemption and provision made for the payment of the redemption price thereof) April 1, 2037,                Dollars ($       ) at its office or agency in the City of Chicago, Illinois, and to pay interest thereon at said office or agency at the rate per annum specified in the title hereof from March 26, 2007, or from the most recent interest payment date to which interest has been paid or duly provided for on the bonds of this series, semi-annually on April 1 and October 1 in each year, commencing on October 1, 2007, until the Company’s obligation with respect to such principal sum shall be discharged.  The principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.  The interest so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Thirty-First Supplemental Indenture referred to on the reverse hereof, be paid to the person in whose name this bond is registered at the close of business on the March 15 or September 15 next preceding

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such April 1 or October 1.  Notwithstanding anything in the Original Indenture or this Supplemental Indenture to the contrary, so long as the bonds of this series are in a book-entry only system, payment of principal of and interest on this bond will be in accordance with arrangements with The Depository Trust Company, a limited-purpose trust company under New York State banking law (“DTC”).

Reference is made to the further provisions of this bond set forth on the reverse hereof.  Such provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not be valid or become obligatory for any purpose until the certificate of authentication endorsed hereon shall have been signed by The Bank of New York Trust Company, N.A. or its successor, as a Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, THE EMPIRE DISTRICT ELECTRIC COMPANY has caused this bond to be signed in its name by its President or a Vice President, and its corporate seal to be imprinted hereon and attested by its Secretary or an Assistant Secretary.

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[FORM OF BOND]
[REVERSE]

This bond is one of an issue of bonds of the Company, known as its First Mortgage Bonds, issued and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter mentioned may afford additional security for the bonds of any particular series) by a certain indenture of mortgage and deed of trust, dated as of September 1, 1944, made by the Company to The Bank of New York Trust Company, N.A. (the “Principal Trustee”) and UMB Bank & Trust, N.A., as Trustees (hereinafter collectively called the “Trustees”), and certain indentures supplemental thereto, including a Third Supplemental Indenture, a Sixth Supplemental Indenture, a Seventh Supplemental Indenture, an Eighth Supplemental Indenture, a Fourteenth Supplemental Indenture, a Twenty-Fourth Supplemental Indenture and a Thirty-First Supplemental Indenture (dated respectively as of December 1, 1950, February 1, 1968, April 1, 1969, May 1, 1970, September 15, 1983, March 1, 1994 and March 26, 2007 made by the Company to the Trustees (said indenture of mortgage and deed of trust and all indentures supplemental thereto being hereinafter collectively called the “Indenture”), to which Indenture reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustees, and the holders of said bonds, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture, including the provisions permitting the issuance of bonds of any series for property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents.  To the extent permitted by, and as provided in, the Indenture, the rights and obligations of the Company and of the holders of said bonds may be changed and modified, with the consent of the Company, by the holders of at least 60% in aggregate principal amount of the bonds then outstanding, such percentage being determined as provided in the Indenture, or in the event that one or more but less than all of the series of bonds then outstanding are affected by such change or modification, by the holders of 60% in aggregate principal amount of the outstanding bonds of such one or more series so affected.  Without the consent of the holder hereof no change or modification of the rights and obligations of the Company and of the holders of the bonds shall be made which will extend the time of payment of the principal of or the interest on this bond or reduce the principal amount hereof or the rate of interest hereon or will otherwise modify the terms of payment of such principal or interest (other than changes in any sinking or other fund) or will permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture on any of the mortgaged property, or will deprive any non-assenting bondholder of a lien upon the mortgaged property for the security of such bondholder’s bonds, subject to certain exceptions, or will reduce the percentage of bonds required for the aforesaid action under the Indenture.  This bond is one of a series of bonds designated as the First Mortgage Bonds, 5.875% Series due 2037, of the Company.

The Company may, at its option, redeem some or all of the bonds of this series at any time.  If the Company redeems the bonds of this series prior to their maturity, the Company must pay the holders thereof whichever of the following is greater:

·                   100% of the principal amount of the bonds to be redeemed, or

·                   a “make-whole” amount, which will be calculated as described below.

When the Company redeems the bonds, the Company must also pay all interest that has accrued to the redemption date on the redeemed bonds.  The redeemed bonds will stop bearing interest on the redemption date, even if the holders do not collect their money.

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Calculation of Make-Whole Amount :  The “make-whole” amount shall equal the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the Treasury Rate (as defined below) plus 20 basis points.

“Remaining Scheduled Payments” means the remaining scheduled payments of the principal and interest that would be due if the bonds of this series selected for redemption were not redeemed.  However, if the redemption date is not a scheduled interest payment date, the amount of the next succeeding scheduled interest payment on those bonds will be reduced by the amount of interest accrued on those bonds to the redemption date.

“Treasury Rate” means an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for the redemption date.  The semiannual equivalent yield to maturity will be computed as of the third business day immediately preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by UBS Securities LLC or its successor (or, if UBS Securities LLC or any of its successors ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer appointed by the Company) as having a maturity comparable to the remaining term of the bonds of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt of comparable maturity to the remaining term of the bonds of this series.

“Comparable Treasury Price” means the average of three Reference Treasury Dealer Quotations (as defined below) obtained by the Principal Trustee for the redemption date.

“Reference Treasury Dealers” means UBS Securities LLC and its successors, so long as it or any of its successors continues to be a primary U.S. Government securities dealer, and any two other primary U.S. Government securities dealers chosen by the Company.  If UBS Securities LLC or any of its successors ceases to be a primary U.S. Government securities dealer, the Company will appoint in its place another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

“Reference Treasury Dealer Quotation” means the average, as determined by the Principal Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Principal Trustee by a Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding the redemption date.

The Company will give notice to holders of bonds of this series to be redeemed by first-class mail at least 30 days but not more than 60 days prior to the date fixed for redemption.  The notice of redemption may provide that the redemption is conditioned upon the occurrence of certain events before the date fixed for redemption.  If any of these events fail to occur and are not waived by the Company, the notice of redemption shall be of no effect, the Company will be under no obligation to redeem the bonds of this series or pay the holders any redemption proceeds, and the Company’s failure to so redeem the bonds of this series will not be considered a default or event of default under the Indenture.  If fewer than all of the bonds of this series are to be redeemed, the Principal Trustee will select the particular bonds of

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this series, or portions thereof, for redemption from the outstanding bonds of this series by such method as the Principal Trustee considers fair and appropriate.

On and after the redemption date, interest will cease to accrue on the bonds of this series or any portion of the bonds of this series called for redemption unless, in the case of an unconditional notice of redemption, the Company defaults in the payment of the redemption price and accrued interest.  On or before the redemption date, the Company will deposit with the Principal Trustee money sufficient to pay the redemption price of and accrued interest on the bonds of this series to be redeemed on such date.

The principal of this bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the times set forth in the Indenture, upon the happening of a default as therein defined.

This bond is transferable by the registered owner hereof in person or by his duly authorized attorney at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond, and thereupon a new bond of this series, for a like principal amount, will be issued to the transferee in exchange therefor, as provided in the Indenture.  If this bond is transferred or exchanged between a record date, as defined in the aforementioned Thirty-First Supplemental Indenture and the interest payment date in respect thereof, the new bond or bonds will bear interest from such interest payment date unless the interest payable on such date is not duly paid or provided for on such date.  The Company and the Trustees and any paying agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes.  This bond, alone or with other bonds of this series, may in like manner be exchanged at such office or agency for one or more new bonds of this series in authorized denominations, of the same aggregate principal amount, all as provided in the Indenture.  Upon each such transfer or exchange the Company may require the payment of any stamp or other tax or governmental charge incident thereto.

No recourse under or upon any covenant or obligation of the Indenture, or of any bonds thereby secured, or for any claim based thereon, or otherwise in any manner in respect thereof, shall be had against any incorporator, subscriber to the capital stock, stockholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustees or either of them, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any statute or otherwise (including, without limiting the generality of the foregoing, any proceeding to enforce any claimed liability of stockholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumentality of the stockholders), any and all such liability of incorporators, stockholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued.

Whenever the beneficial ownership of this bond is determined by a book-entry at a securities depository for the bonds, the foregoing requirements of holding, delivering or transferring this bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book-entry to produce the same effect.

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[FORM OF PRINCIPAL TRUSTEE’S
CERTIFICATE OF AUTHENTICATION]

This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

and

WHEREAS the Company represents that all acts and things necessary have happened, been done, and been performed, to make the First Mortgage Bonds, 5.875% Series due 2037, when duly executed by the Company and authenticated by the Principal Trustee, and duly issued, the valid, binding and legal obligations of the Company, and to make the Original Indenture, the aforementioned prior Supplemental Indentures and this Supplemental Indenture valid and binding instruments for the security thereof, in accordance with their terms;

NOW, THEREFORE, THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE WITNESSETH:  That The Empire District Electric Company, the Company herein named, in consideration of the premises and of One Dollar ($1.00) 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 order to secure the payment of the principal of and the interest on all bonds from time to time outstanding under the Indenture, according to the terms of said bonds and of the coupons attached thereto, has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Trust Company, N.A. and UMB Bank & Trust, N.A., as Trustees, and their respective successor or successors in the trust, and its or their assigns forever, the following property, with the same force and effect and subject to the same reservations and exceptions, as though specifically described in the granting clauses of the Original Indenture, that is to say:

SERVICE CENTERS, SUBSTATIONS AND SWITCHING STATIONS

1.             Land for Aurora H.T. #124:

Land located in the County of Lawrence, State of Missouri:

A PARCEL OF LAND IN THE NORTH ONE-HALF OF GOVERNMENT LOT 2 OF THE NORTHWEST QUARTER OF SECTION 19, TOWNSHIP 26 NORTH, RANGE 25 WEST, IN LAWRENCE COUNTY, IN THE CITY OF AURORA, MISSOURI, MORE PARTICULARLY DESCRIBED AS FOLLOWS:  COMMENCING FROM THE NORTHWEST CORNER OF SAID SECTION 19; THENCE EAST ALONG THE NORTH LINE OF SAID SECTION 19, 220.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING EAST ALONG SAID NORTH LINE 433.36 FEET TO A POINT THAT IS S89º58’20” W. 2.79 FEET FROM A FOUND RAILROAD SPIKE; THENCE S00º59’48” E. 318.00 FEET ALONG AN EXISTING FENCE; THENCE S00º27’11” E. 338.94 FEET ALONG SAID EXISTING FENCE; THENCE WEST 657.39 FEET TO THE WEST LINE

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OF SAID SECTION 19; THENCE NORTH ALONG SAID WEST LINE 19.91 FEET; THENCE EAST 220 FEET; THENCE NORTH 637.00 FEET TO THE POINT OF BEGINNING.  CONTAINS 6.68 ACRES, MORE OR LESS.  SUBJECT TO HIGHWAY RIGHT OF WAY ON THE WEST AND CITY STREET RIGHT OF WAY ON NORTH.

2.             Land for Billings N.E. #221:

Land located in the County of Christian, State of Missouri:

BEGINNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER (SE ¼) OF THE SOUTHWEST QUARTER (SW ¼) OF SECTION 35, TOWNSHIP 28 NORTH, RANGE 24 WEST, CHRISTIAN COUNTY, MISSOURI;
THENCE NORTH 00º24’48” EAST, A DISTANCE OF 200.00 FEET TO A SET IRON PIN;
THENCE SOUTH 89º58’18” EAST, A DISTANCE OF 360.00 FEET TO A SET IRON PIN;
THENCE SOUTH 00º24’48” WEST A DISTANCE OF 200.00 FEET TO A SET IRON PIN ON THE SOUTH LINE OF SAID SECTION 35;
THENCE NORTH 89º58’18” WEST, ALONG SAID SOUTH SECTION LINE, A DISTANCE OF 360 FEET TO THE POINT OF BEGINNING.
CONTAINING 1.65 ACRES, MORE OR LESS.

3.             Land for Joplin SW #389 addition:

Land located in the County of Newton, State of Missouri:

A TRACT OF LAND LOCATED IN LOT 1 OF SCOUTLAND SUBDIVISION, A RECORDED SUBDIVISION IN SECTION 5, TOWNSHIP 26 NORTH, RANGE 33 WEST, NEWTON COUNTY, MISSOURI, MORE PARTICULARLY DESCRIBED AS FOLLOWS:  BEGINNING AT AN EXISTING IRON PIN FOUND AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE, SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 510.98 FEET TO AN EXISTING IRON PIN; THENCE, NORTH 85 DEGREES 55 MINUTES 44 SECONDS WEST, 170.60 FEET; THENCE, NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, 489.05 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1; THENCE, NORTH 89 DEGREES 43 MINUTES 24 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 170.00 FEET TO THE POINT OF BEGINNING.  CONTAINING 1.97 ACRES, MORE OR LESS.

4.             Land for Webb City #436:

Land located in the County of Jasper, State of Missouri:

ALL THAT PART OF THE NORTH ONE-HALF OF LOT NUMBERED TWO (2) OF THE SOUTHWEST FRACTIONAL QUARTER OF SECTION 7, TOWNSHIP 28, RANGE 32, JASPER COUNTY, MISSOURI, DESCRIBED AS FOLLOWS:  COMMENCING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST FRACTIONAL QUARTER, THENCE NORTH 00 DEGREES 00 MINUTES 36 SECONDS WEST ALONG THE WEST LINE OF THE SOUTHWEST FRACTIONAL QUARTER, 460.30 FEET TO THE POINT OF BEGINNING, THENCE CONTINUING NORTH 00 DEGREES 00 MINUTES 36 SECONDS WEST, 200.00 FEET, THENCE SOUTH 89 DEGREES 42 MINUTES 03 SECONDS EAST, 310.00 FEET, THENCE SOUTH 00 DEGREES 00 MINUTES 36 SECONDS EAST, 200.00 FEET, THENCE NORTH 89 DEGREES 42 MINUTES 03 SECONDS WEST, 310.00 FEET TO THE POINT OF BEGINNING, EXCEPT 30.00 FEET OFF THE WEST SIDE FOR ROAD RIGHT-OF-WAY.

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5.             Land for Willard North #445:

Land located in the County of Greene, State of Missouri:

COMMENCING AT AN EXISTING RAILROAD SPIKE, AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 14, TOWNSHIP 30 NORTH, RANGE 23 WEST.  THENCE NORTH 00 DEGREES 29 MINUTES 13 SECONDS WEST, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER A DISTANCE OF 30.00 FEET.  THENCE SOUTH 89 DEGREES 36 MINUTES 41 SECONDS WEST, A DISTANCE OF 29.78 FEET TO THE WEST RIGHT-OF-WAY LINE OF MISSOURI STATE HIGHWAY “Z”, TO A 5/8 INCH IRON PIN CAPPED L.S. 2153 FOR A POINT OF BEGINNING.  THENCE CONTINUING SOUTH 89 DEGREES 36 MINUTES 41 SECONDS WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF FARM ROAD #68, A DISTANCE OF 208.71 FEET, TO A 5/8 INCH IRON PIN CAPPED L.S. 2153.  THENCE NORTH 00 DEGREES 31 MINUTES 13 SECONDS WEST, A DISTANCE OF 208.71 FEET, TO A 5/8 INCH IRON PIN CAPPED L.S. 2153.  THENCE NORTH 89 DEGREES 36 MINUTES 41 SECONDS EAST, A DISTANCE OF 208.71 FEET, TO A 5/8 INCH PIN CAPPED L.S. 2153 ON SAID WEST RIGHT-OF-WAY LINE OF MISSOURI STATE HIGHWAY “Z.”  THENCE SOUTH 00 DEGREES 31 MINUTES 13 SECONDS EAST, ALONG SAID WEST RIGHT-OF-WAY LINE OF MISSOURI STATE HIGHWAY “Z”.  A DISTANCE OF 208.71 FEET, TO THE POINT OF BEGINNING.  ALL IN GREENE COUNTY MISSOURI.  CONTAINING 1.00 ACRES PLUS OR MINUS.

6.             Land for Chesapeake #446

Land located in the County of Lawrence, State of Missouri:

A TRACT OF LAND IN THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 20, TOWNSHIP 28 NORTH, RANGE 25 WEST, LAWRENCE COUN