ex4_1.htm


     

     

     

    


    EXHIBIT
4.1

    


     

    


     

    


     

    


     

    


     

    (CONFORMED)

    
      


      
        

        

      

       

      


    

    THE
EMPIRE DISTRICT ELECTRIC COMPANY (Grantor)

    TO

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Grantee)

    AND

    UMB
BANK & TRUST, N.A.

    


    Trustees

    


    Thirty-Fourth
Supplemental Indenture

    


    Dated
as of March 27, 2009

    


    (Supplemental
to Indenture dated as of September 1, 1944)

    


    $75,000,000

    


    First
Mortgage Bonds, 7.00% Series due 2024

    


    
      The
Empire District Electric Company, 602 S. Joplin Avenue, Joplin,
Missouri

      


      Legal
Description: Pages 7-8

    

    


     

     

    
      

      

    

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF CONTENTS1

     

    
      
        
          
            	 
      	
                    PAGE

                  
	 
      	 
      
	
                    PARTIES

                  	
                    1

                  
	
                    RECITALS

                  	
                    1

                  
	
                    FORM
      OF BOND

                  	
                    2

                  
	
                    FORM
      OF PRINCIPAL TRUSTEE’S CERTIFICATE OF AUTHENTICATION

                  	
                    7

                  
	
                    GRANTING
      CLAUSES

                  	
                    7

                  
	
                    PROPERTY
      NOW OWNED OR HEREAFTER ACQUIRED

                  	
                    8

                  
	
                    SUBJECT
      TO PERMITTED ENCUMBRANCES, LIENS ON AFTER-ACQUIRED PROPERTY AND CERTAIN
      VENDOR’S LIENS

                  	
                    8

                  
	
                    HABENDUM

                  	
                    8

                  
	
                    GRANT
      IN TRUST

                  	
                    8

                  
	
                    DEFEASANCE

                  	
                    8

                  
	
                    GENERAL
      COVENANT

                  	
                    8

                  


          

        

      

    

    


     

    ARTICLE
I


     

    CREATION
AND DESCRIPTION OF FIRST MORTGAGE BONDS,

     

    7.00%
SERIES DUE 2024

     

    
      
        	
                SECTION
      1.

              	
                New
      Series of Bonds

              	
                8

              
	 
      	
                Bonds
      to be dated as of authentication date

              	
                8

              
	 
      	
                Record
      Date

              	
                9

              
	 
      	
                Restriction
      on transfer or exchange

              	
                9

              
	 
      	
                Denominations

              	
                9

              
	 
      	
                Registrable
      and interchangeable, tax or government charge

              	
                9

              
	 
      	
                No
      service charge on exchange or transfer

              	
                9

              
	 
      	
                Book-entry
      procedures

              	
                9

              
	
                SECTION
      2.

              	
                Execution
      and Authentication of Bonds of the New Series

              	
                11

              


      

    

    


     

    ARTICLE
II


     

    OPTIONAL
REDEMPTION OF BONDS OF THE NEW SERIES

     

    
      
        	
                SECTION
      1.

              	
                Right
      of redemption

              	
                11

              
	
                SECTION
      2.

              	
                Manner
      and method of redemption

              	
                11

              
	
                SECTION
      3.

              	
                Bondholder
      agrees to accept payment upon terms of this Article

              	
                11

              


      

    

    


     

    

      

    

      
      
        	
                1

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

              


      

       

    

    


    
      
        
           


        

        
          -i- 


          
            

          

        

        
           


        

      

    

    


    


     

    ARTICLE
III


     

    NO
SINKING AND IMPROVEMENT FUND FOR BONDS OF THE NEW SERIES

     

    
      
        	
                There
      shall be no Sinking and Improvement Fund for the Bonds of the New
      Series.

              	
                11

              


      

    

    


    ARTICLE
IV


     

    MANDATORY
REDEMPTION OF BONDS OF DECEASED BENEFICIAL OWNERS

     

    
      
        	
                The
      Company will be obligated to repurchase the Bonds of any deceased holder,
      subject to certain limitations.

              	
                12

              


      

    

    


    ARTICLE
V


     

    DIVIDENDS
AND SIMILAR DISTRIBUTIONS

     

    
      
        	
                Covenants
      in § 4.11 of the
      Original Indenture to continue in effect so long as any Bonds of the New
      Series are outstanding

              	
                15

              


      

    

    


    ARTICLE
VI


     

    THE
TRUSTEES

     

    
      
        	
                The
      Trustees accept the trusts created by this Supplemental Indenture and
      agree to perform the same upon terms set forth in the Original Indenture
      as supplemented

              	
                15

              


      

    

    


    ARTICLE
VII


     

    MISCELLANEOUS
PROVISIONS

     

    
      
        	
                Section
      1.

              	
                Provision
      regarding legal holidays

              	
                15

              
	 
      	 
      	 
      
	
                Section
      2.

              	
                Original
      Indenture, as supplemented and amended, ratified and
    confirmed

              	
                15

              
	 
      	 
      	 
      
	
                Section
      3.

              	
                This
      Supplemental Indenture may be executed in counterparts

              	
                15

              
	 
      	 
      	 
      
	
                Section
      4.

              	
                Rights
      conferred only on holder of bonds, Company and Trustees

              	
                15

              


      

    

    


    
      
        	
                TESTIMONIUM

              	
                16

              
	 
      	 
      
	
                SIGNATURES
      AND SEALS

              	
                16

              
	 
      	 
      
	
                ACKNOWLEDGMENTS

              	
                19

              
	 
      	 
      
	
                APPENDIX
      A: FORM OF REDEMPTION REQUEST

              	
                A-1

              


      

    

    


    


    
      
        
           


        

        
          -ii- 


          
            

          

        

        
           


        

      

    

    


    THIRTY-FOURTH SUPPLEMENTAL
INDENTURE, dated as of March 27, 2009, 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 Mellon 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-three
Supplemental Indentures supplemental to the Original Indenture as
follows:

     

    
      
        
          	
                  Title

                	
                  Dated

                
	
                  First
      Supplemental Indenture

                	
                  as
      of June 1, 1946

                
	
                  Second
      Supplemental Indenture

                	
                  as
      of January 1, 1948

                
	
                  Third
      Supplemental Indenture

                	
                  as
      of December 1, 1950

                
	
                  Fourth
      Supplemental Indenture

                	
                  as
      of December 1, 1954

                
	
                  Fifth
      Supplemental Indenture

                	
                  as
      of June 1, 1957

                
	
                  Sixth
      Supplemental Indenture

                	
                  as
      of February 1, 1968

                
	
                  Seventh
      Supplemental Indenture

                	
                  as
      of April 1, 1969

                
	
                  Eighth
      Supplemental Indenture

                	
                  as
      of May 1, 1970

                
	
                  Ninth
      Supplemental Indenture

                	
                  as
      of July 1, 1976

                
	
                  Tenth
      Supplemental Indenture

                	
                  as
      of November 1, 1977

                
	
                  Eleventh
      Supplemental Indenture

                	
                  as
      of August 1, 1978

                
	
                  Twelfth
      Supplemental Indenture

                	
                  as
      of December 1, 1978

                
	
                  Thirteenth
      Supplemental Indenture

                	
                  as
      of November 1, 1979

                
	
                  Fourteenth
      Supplemental Indenture

                	
                  as
      of September 15, 1983

                
	
                  Fifteenth
      Supplemental Indenture

                	
                  as
      of October 1, 1988

                
	
                  Sixteenth
      Supplemental Indenture

                	
                  as
      of November 1, 1989

                
	
                  Seventeenth
      Supplemental Indenture

                	
                  as
      of December 1, 1990

                
	
                  Eighteenth
      Supplemental Indenture

                	
                  as
      of July 1, 1992

                
	
                  Nineteenth
      Supplemental Indenture

                	
                  as
      of May 1, 1993

                
	
                  Twentieth
      Supplemental Indenture

                	
                  as
      of June 1, 1993

                
	
                  Twenty-First
      Supplemental Indenture

                	
                  as
      of October 1, 1993

                
	
                  Twenty-Second
      Supplemental Indenture

                	
                  as
      of November 1, 1993

                
	
                  Twenty-Third
      Supplemental Indenture

                	
                  as
      of November 1, 1993

                
	
                  Twenty-Fourth
      Supplemental Indenture

                	
                  as
      of March 1, 1994

                
	
                  Twenty-Fifth
      Supplemental Indenture

                	
                  as
      of November 1, 1994

                
	
                  Twenty-Sixth
      Supplemental Indenture

                	
                  as
      of April 1, 1995

                
	
                  Twenty-Seventh
      Supplemental Indenture

                	
                  as
      of June 1, 1995

                
	
                  Twenty-Eighth
      Supplemental Indenture

                	
                  as
      of December 1, 1996

                
	
                  Twenty-Ninth
      Supplemental Indenture

                	
                  as
      of April 1, 1998

                


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          	
                  Thirtieth
      Supplemental Indenture

                	
                  as
      of July 1, 1999

                
	
                  Thirty-First
      Supplemental Indenture

                	
                  as
      of March 26, 2007

                
	
                  Thirty-Second
      Supplemental Indenture

                	
                  as
      of March 11, 2008

                
	
                  Thirty-Third
      Supplemental Indenture

                	
                  as
      of May 16, 2008

                


        

      

    

    


     

    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-Fourth 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, 2024,
and to be designated as “First Mortgage Bonds, 7.00% Series due 2024,” 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-Fourth Supplemental Indenture (herein sometimes referred to as “this
Thirty-Fourth 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, 7.00% Series due 2024, 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

    7.00%
SERIES DUE 2024

    DUE APRIL
1, 2024

     

    


      
        	
                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,
2024,               
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 of 7.00% per annum from March 27, 2009, or from the most
recent interest payment date to which interest has been paid or duly provided
for on the bonds of this series, monthly on the first day of each month,
commencing on May 1, 2009, 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

     

    


    
      
        
           


        

        
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    shall be
legal tender for the payment of public and private debts.  The
interest so payable on the first day of any month shall, subject to certain
exceptions provided in the Thirty-Fourth 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 fifteenth day of the month next preceding
such date.  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
shall be in accordance with arrangements with The Depository Trust Company, a
limited-purpose trust company under New York State banking law (“DTC”), or any
successor securities depositary.

     

    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
Mellon 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.

     

    Dated:

     

    
      
        
          	 
      	 
      	
                  THE
      EMPIRE DISTRICT ELECTRIC COMPANY

                
	 	 	 
	 	 	 
	 
      	 
      	
                  By 
      __________________________________

                        
      Name:

                         Title:

                
	
                  Attest:

                	 
      	 
      
	
                  ________________________________

                  Name:

                  Title:

                	 
      	 
      


        

      

    

     

    
 

    
      
        
           


        

        
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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 Mellon 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, a Thirty-Second Supplemental Indenture, a Thirty-Third Supplemental
Indenture and a Thirty-Fourth Supplemental Indenture (dated respectively as of
December 1, 1950, February 1, 1968, April 1, 1969, May 1, 1970,
September 15, 1983, March 1, 1994, March 11, 2008, May 16, 2008 and
March 27, 2009 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, 7.00% Series due 2024, of the Company.

     

    The
Company may, at its option, redeem some or all of the bonds of this series at
any time and from time to time on or after April 1, 2012.  If the
Company redeems the bonds of this series prior to their maturity, the Company
must pay the holders thereof 100% of the principal amount of the bonds to be
redeemed.

     

    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 shall stop bearing interest on the redemption date, even if the holders do
not collect their money.

     

    


    
      
        
           


        

        
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    The
Company shall 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 shall 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 shall select the particular bonds of 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 shall 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 shall 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
Company shall be required to redeem the bonds of this series at the option of
the representative of any deceased beneficial owner of the bonds of this series
on a quarterly basis at 100% of the principal amount to be redeemed plus any
accrued and unpaid interest thereon to the date of redemption, subject to the
limitations and conditions that, during the period from the original issue date
of the bonds of this series through April 1, 2010 and during each twelve month
period after April 1, 2010, the maximum principal amount the Company is required
to redeem is $25,000 per deceased beneficial owner and an aggregate of
$1,500,000 for all deceased beneficial owners.

     

    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-Fourth Supplemental Indenture and the interest payment
date in respect thereof, the new bond or bonds shall 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

     

    


    
      
        
           


        

        
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    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 depositary 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
depositary as to registering or transferring the beneficial ownership 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.

     

    
      
        
          
            	
                    THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee,

                  
	 
	 
	
                    By 
      ________________________________________________________

                    Authorized
      Officer

                  


          

        

      

    

     

    and

     

    WHEREAS
the Company represents that all acts and things necessary have happened, been
done, and been performed, to make the First Mortgage Bonds, 7.00% Series due
2024, 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-FOURTH 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 Mellon 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:

     

    Ozark
South Sub #457

    


    A Tract
of land lying in the North Half (N1⁄2) of the Southwest Quarter (SW1⁄4) of Section
Two (2), Township Twenty-six (26) North, Range Twenty-one (21) West of the Fifth
Principal Meridian, CHRISTIAN County, Missouri, being described as follows:
Commencing at a found iron pin at the Southeast Corner of said North Half (N1⁄2)
of the Southwest Quarter (SW1⁄4); thence North 87°51'41" West, 1807.26 feet;
thence North 02°08'19" East, 20.00 feet to the Point of Beginning, said point
being the Southeast Corner of the tract herein described; thence North 87°51'41"
West, 500.00 feet along the apparent North Right-of-way of Old Prospect Road;
thence leaving said Right-of-way, North 02°08'19" East, 550.00 feet; thence
South 87°51'41" East, 500.00 feet; thence South 02°08'19" West, 550.00 feet to
the Point of Beginning.

    


    Joplin
Oronogo Junction Sub #110 Expansion

    


    
      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

    

    


    


    All of
Lot numbered 35 in Joplin-Webb City Acres S/D in the SE 1⁄4 of the SE 1⁄4 of Section
26, Township 28, Range 33, in the City of Joplin, Jasper County, MO, according
to the recorded plat thereof, together with the E 1⁄2 of the vacated Allen Street
lying West of and adjoining subject property.

     

    ALSO all
other property, whether real, personal or mixed (except as in the Original
Indenture expressly excepted) of every nature and kind and wheresoever situated
now owned or hereafter acquired by the Company;

     

    TOGETHER
with all and singular the tenements, hereditaments and appurtenances belonging
or in anywise appertaining to the aforesaid mortgaged property or any part
thereof, with the reversion and reversions, remainder and remainders and
(subject to the provisions of § 8.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, products and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid mortgaged property, and every part and
parcel thereof;

     

    SUBJECT,
HOWEVER, to permitted encumbrances as defined in the Original Indenture and, as
to any property hereafter acquired by the Company, to any lien thereon existing,
and to any liens for unpaid portions of the purchase money placed thereon at the
time of such acquisition, and also subject to the provisions of Article 12 of the Original
Indenture.

     

    TO HAVE
AND TO HOLD the same, unto the Trustees and their and each of their respective
successors and assigns forever;

     

    IN TRUST,
NEVERTHELESS, upon the terms and trusts set forth in the Indenture, so that the
same shall be held specifically by the Trustees under and subject to the terms
of the Indenture in the same manner and for the same trusts, uses and purposes
as if said properties had been specifically contained and described in the
Original Indenture;

     

    PROVIDED,
HOWEVER, and these presents are upon the condition that, if the Company, its
successors or assigns, shall pay or cause to be paid unto the holders of the
bonds the principal and interest, and premium, if any, to become due in respect
thereof at the times and in the manner stipulated therein and in the Indenture
and shall keep, perform and observe all and singular the covenants and promises
in said bonds and in the Indenture expressed to be kept, performed and observed
by or on the part of the Company, then the Indenture and the estate and rights
thereby granted shall cease, determine and be void, otherwise to be and remain
in full force and effect.

     

    AND THE
COMPANY, for itself and its successors, does hereby covenant and agree to and
with the Trustees, for the benefit of those who shall hold the bonds and the
coupons appertaining thereto, or any of them, issued or to be issued under the
Indenture, as follows:

     

    ARTICLE
I


     

    CREATION
AND DESCRIPTION OF FIRST MORTGAGE BONDS,

    7.00%
SERIES DUE 2024

     

    Section
1. A new
series of bonds to be issued under and secured by the Indenture is hereby
created, to be designated as First Mortgage Bonds, 7.00% Series due 2024 (herein
sometimes called the “Bonds of the New Series” or “Bonds”).  The Bonds
of the New Series shall initially be issued in an aggregate principal amount of
Seventy-Five Million Dollars ($75,000,000), excluding any Bonds of the New
Series which may be authenticated in lieu of or in substitution or exchange for
other Bonds of

     

    


    
      
        
           


        

        
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    the New
Series pursuant to the provisions of Article 2 or of § 15.09 of the Original
Indenture.  Subject to the terms of the Indenture, the Company may
issue additional Bonds of the New Series (having the same terms as the Bonds of
the New Series initially issued, except for the payment of interest accruing
prior to the issue date of such additional Bonds or except for the first payment
of interest following the issue date of such additional Bonds).  Said
Bonds and the certificate of authentication of the Principal Trustee to be
endorsed upon the Bonds shall be substantially in the forms hereinbefore
recited, respectively.  Each Bond shall be dated as of the date of its
authentication and all Bonds of the New Series shall mature April 1, 2024 and
shall bear interest at the rate of 7.00% per annum, payable monthly on the first
day of each month, commencing May 1, 2009; both principal and interest shall be
payable at the office or agency of the Company in the City of Chicago, Illinois,
and 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
holder of any Bond on any record date (as hereinbelow defined) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such Bond upon
any exchange or transfer thereof subsequent to the record date and prior to such
interest payment date, except if and to the extent that the Company shall
default in the payment of the interest due on such interest payment date, in
which case such defaulted interest shall be paid to the person in whose name
such Bond (or any Bond or Bonds issued upon transfer or exchange thereof) is
registered on a date fixed by the Company, which shall be not more than fifteen
and not less than ten days before the date of payment of such defaulted
interest.  The term “record date” as used in this Section with respect
to any interest payment date shall mean the close of business on the fifteenth
day of the month next preceding such interest payment date, whether or not such
record date shall be a legal holiday or a day on which banking institutions in
the City of Chicago, Illinois are authorized by law to remain
closed.

     

    The
Company shall not be required to make any transfer or exchange of any Bonds for
a period of ten days next preceding any selection of Bonds for redemption, nor
shall it be required to make transfers or exchanges of any bonds which shall
have been selected for redemption in whole or in part.

     

    Bonds of
the New Series shall be registered Bonds in book-entry form or in definitive
form without coupons in denominations of $1,000 and any integral multiple of
$1,000 which may be executed by the Company and delivered to the Principal
Trustee for authentication and delivery.

     

    The Bonds
of the New Series shall be registrable and interchangeable at the office or
agency of the Company in the City of Chicago, Illinois, in the manner and upon
the terms set forth in § 2.05 of the Original
Indenture, upon payment of such an amount as shall be sufficient to reimburse
the Company for, or to pay, any stamp or other tax or governmental charge
incident thereto.

     

    Notwithstanding
the provisions of § 2.08 of the Original
Indenture, no service or other charge shall be made for any exchange or transfer
of any Bond of the New Series.

     

    If the
Bonds of the New Series are to be issued in book-entry form only,
notwithstanding any provision of the Indenture to the contrary, unless the
Company shall otherwise direct (which direction shall promptly be given at the
written request of The Depository Trust Company (“DTC”)), all Bonds of the New
Series shall be registered in the name of Cede & Co., as nominee of DTC, as
registered owner of the Bonds of the New Series, and held in the custody of
DTC.  Unless otherwise requested by DTC, a single certificate shall be
issued and delivered to DTC.  Beneficial owners of Bonds of the New
Series shall not receive physical delivery of Bond certificates except as
hereinafter provided.  For so long as DTC shall continue to serve as
securities depositary for the Bonds of the New Series as provided herein, all
transfers of beneficial ownership interests shall be made by book-entry only,
and no investor or other

     

    


    
      
        
           


        

        
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    party
purchasing, selling or otherwise transferring beneficial ownership of Bonds of
the New Series is to receive, hold or deliver any Bond certificate.

     

    With
respect to Bonds of the New Series registered in the name of Cede & Co., as
nominee of DTC, the Trustees and the Company shall have no responsibility or
obligation to the securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations on whose behalf DTC was
created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (“DTC Participants”) or to any
person on whose behalf a DTC Participant holds an interest in the Bonds of the
New Series.  Without limiting the immediately preceding sentence, the
Trustees and the Company shall have no responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant
with respect to any ownership interest in the Bonds of the New Series,
(ii) the delivery to any DTC Participant or any other person, other than
the registered owner of the Bonds of the New Series, of any notice with respect
to the Bonds of the New Series, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person, other than
the registered owner of the Bonds of the New Series, of any amount with respect
to principal of or premium, if any, or interest on the Bonds of the New
Series.

     

    If the
Bonds of the New Series are to be issued in book-entry form only, replacement
Bonds may be issued directly to beneficial owners of Bonds of the New Series,
but only in the event that (i) DTC determines not to continue to act as
securities depositary for the Bonds of the New Series (which determination shall
become effective by the giving of reasonable notice to the Company or the
Principal Trustee); or (ii) the Company has advised DTC of its
determination (which determination is conclusive as to DTC and beneficial owners
of the Bonds of the New Series) to terminate the services of DTC as securities
depositary for the Bonds of the New Series; or (iii) the Company has determined
(which determination is conclusive as to DTC and the beneficial owners of the
Bonds of the New Series) that the interests of the beneficial owners of the
Bonds of the New Series might be adversely affected if such book-entry only
system of transfer is continued.  Upon occurrence of the event set
forth in (i) above, the Company shall use its best efforts to attempt to locate
another qualified securities depositary.  If the Company fails to
locate another qualified securities depositary to replace DTC, the Company shall
direct the Principal Trustee to cause to be authenticated and delivered
replacement Bonds of the New Series, in certificated form, to the beneficial
owners of the Bonds of the New Series.  In the event that the Company
makes the determination described in (ii) or (iii) above (provided that the
Company undertakes no obligation to make any investigation to determine the
occurrence of any events that would permit the Company to make any such
determination), and has made provisions to notify the beneficial owners of Bonds
of the New Series of such determination by mailing an appropriate notice to DTC,
the Company shall cause to be issued replacement Bonds of the New Series in
certificated form to beneficial owners of the Bonds of the New Series as shown
on the records of DTC provided to the Principal Trustee and the
Company.

     

    Whenever,
during the term of the Bonds of the New Series, the beneficial ownership thereof
is determined by a book-entry, the requirements in the Original Indenture or
this Supplemental Indenture relating to holding, delivering or transferring
Bonds or selection of Bonds to be redeemed shall be deemed modified to require
the appropriate person or entity to meet the requirements of DTC as to
registering or transferring the beneficial ownership to produce the same
effect.

     

    If the
Bonds of the New Series are to be issued in book-entry form only,
notwithstanding any provision of the Original Indenture or this Supplemental
Indenture to the contrary, all Bonds of the New Series issued hereunder, if DTC
so requires, shall bear a legend substantially to the following
effect:

     

    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a limited-purpose trust company under New York State banking law
(“DTC”), to the Company or its agent for registration of transfer, exchange, or
payment,

     

    


    
      
        
           


        

        
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    and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     

    If the
Bonds of the New Series are to be issued in book-entry form only, the Company
and the Principal Trustee shall, to the extent the Company does not have a
blanket letter of representation in place, enter into a letter of
representations with DTC to implement the book-entry only system of Bond
registration described above.

     

    If at any
time DTC ceases to hold the Bonds of the New Series, all references herein to
DTC shall be of no further force or effect, unless the Bonds have been
transferred to a successor securities depositary, in which case all references
herein to DTC shall be deemed to refer to such successor
depositary.

     

    Section
2. The Bonds
of the New Series shall be executed by the Company and delivered to the
Principal Trustee and, upon compliance with all the provisions and requirements
of the Original Indenture in respect thereof, the Bonds of the New Series may,
from time to time, be authenticated by the Principal Trustee and delivered
(without awaiting the filing or recording of this Supplemental Indenture) in
accordance with the written order or orders of the Company.

     

    ARTICLE
II


     

    OPTIONAL
REDEMPTION OF BONDS OF THE NEW SERIES

     

    Section
1. The Bonds
of the New Series, in the manner provided in Article 5 of the Original
Indenture, shall be redeemable at any time and from time to time on or after
April 1, 2012 and prior to maturity, in whole or in part, at the option of the
Company, at 100% of the principal amount of the bonds to be redeemed, together
with accrued and unpaid interest, if any, to the date fixed for
redemption.

     

    Section
2. The
provisions of § 5.03, § 5.04 and § 5.05 of the Original
Indenture (as modified by the provisions specified in the form of Bond set forth
in this Supplemental Indenture) shall be applicable to Bonds of the New
Series.  The principal amount of Bonds of the New Series registered in
the name of any holder and to be redeemed on any partial redemption shall be
$1,000, or a multiple thereof.

     

    Section
3. The
holder of each and every Bond of the New Series issued hereunder hereby, and by
accepting the Bond, agrees to accept payment thereof prior to maturity on the
terms and conditions provided for in this Article II.

     

    ARTICLE
III


     

    NO
SINKING AND IMPROVEMENT FUND FOR BONDS OF THE NEW SERIES

     

    There shall be no Sinking and
Improvement Fund for the Bonds of the New Series.

     

    


    
      
        
           


        

        
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    ARTICLE
IV


     

    MANDATORY
REDEMPTION OF BONDS OF DECEASED BENEFICIAL OWNERS

     

    The
representative of a deceased beneficial owner of the Bonds of the New Series
shall have the right at any time to request redemption of all or part of such
Bonds.  The Company shall redeem such Bonds of the New Series subject
to the limitations and conditions that the Company shall not be obligated to
redeem, during the period from the original issue date of the Bonds of the New
Series through and including April 1, 2010 (known as the “initial period”), and
during any twelve-month period which ends on and includes each April 1
thereafter (each such twelve-month period being known as a “subsequent period”),
Bonds of the New Series with an aggregate principal amount in excess of $25,000
from the representative of any deceased beneficial owner or Bonds of the New
Series exceeding $1,500,000 in aggregate principal amount from the
representatives of all deceased beneficial owners.

     

    The
Company may, at its option, redeem any deceased beneficial owner’s Bonds of the
New Series in the initial period or any subsequent period in excess of
$25,000.  Any such redemption, to the extent that it exceeds the
$25,000 limitation for the representative of any deceased beneficial owner,
shall not reduce the $1,500,000 limitation for the representatives of all
deceased beneficial owners for the applicable period or for any succeeding
subsequent period.  The Company may, at its option, also redeem
deceased beneficial owners’ Bonds of the New Series, in the initial period or
any subsequent period, in an aggregate principal amount exceeding
$1,500,000.  Any such redemption, to the extent it exceeds the
$1,500,000 limitation for the representatives of all deceased beneficial owners,
shall not reduce the $1,500,000 limitation for all such representatives for the
applicable period or any subsequent period.  If the Company elects to
redeem the Bonds of the New Series in excess of the $25,000 limitation for the
representative of any deceased beneficial owner or the $1,500,000 limitation for
the representatives of all deceased beneficial owners, the Bonds of the New
Series so redeemed shall be redeemed in the order of the receipt of redemption
requests (as defined below) by the Principal Trustee.

     

    A request
for redemption of Bonds of the New Series may be initiated by the representative
of a deceased beneficial owner.  For purposes of making a redemption
request, the representative of a deceased beneficial owner is any person who is
the personal representative of, or is otherwise authorized to represent, the
estate of such deceased beneficial owner or the surviving joint tenant(s),
tenant by the entirety or tenant in common or the trustee of a
trust.  The representative must deliver a request to the participant
through whom the deceased beneficial owner owned the Bonds of the New Series to
be redeemed, in form satisfactory to such participant, together with evidence of
the death of such beneficial owner, evidence of the authority of the
representative satisfactory to such participant, such waivers, notices or
certificates as may be required under applicable state or federal law and such
other evidence of the right to redemption as such participant may
require.  For purposes of this discussion, a “participant” is
generally the broker from whom the bonds are purchased by a beneficial
owner.  The request must specify the principal amount of the Bonds of
the New Series to be redeemed in denominations of $1,000 and integral multiples
of $1,000 in excess thereof.  The participant will thereupon be
responsible for delivering to DTC a request for redemption substantially in the
form attached as Appendix A
to this Supplemental Indenture (known as the “redemption
request”).  DTC will, on receipt of a redemption request, be
responsible for forwarding the redemption request to the Principal
Trustee.  The Principal Trustee shall maintain records with respect to
redemption requests received by it, including date of receipt, the name of the
participant filing the redemption request and the status of each redemption
request with respect to the $25,000 individual limitation and the $1,500,000
aggregate limitation.  The Principal Trustee shall promptly file with
the Company each redemption request it receives, together with the information
regarding the eligibility of that redemption request with respect to the $25,000
individual limitation and the $1,500,000 aggregate limitation.  The
Company, DTC and the Principal Trustee may conclusively assume, without
independent investigation or verification, that the statements contained in each
redemption

     

    


    
      
        
           


        

        
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    request
are true and correct and shall have no responsibility for reviewing any
documents submitted to the participant by the representative.  The
Company, DTC and the Principal Trustee shall also have no responsibility for
determining whether the deceased person is in fact the beneficial owner of the
Bonds of the New Series to be redeemed or is in fact deceased and whether the
representative is duly authorized to request redemption on behalf of the
applicable beneficial owner.

     

    Subject
to the $25,000 individual limitation and the $1,500,000 aggregate limitation,
the Company shall, after the death of any beneficial owner, redeem the Bonds of
the New Series of such beneficial owner duly requested for redemption by his or
her representative on the next quarterly redemption date (as defined below)
occurring not less than 30 days following its receipt of a redemption request
from the Principal Trustee.  If a redemption request exceeds the
$25,000 individual limitation, or if all redemption requests exceed the
$1,500,000 aggregate limitation during the applicable period, then (1) Bonds of
the New Series shall be redeemed in the order of receipt of redemption requests
by the Principal Trustee and (2) the excess redemption requests shall be applied
in such order to successive subsequent periods, regardless of the number of
subsequent periods required to redeem the Bonds of the New Series to which the
redemption requests relate.

     

    The
Company may, at its option, notify the Principal Trustee that the Company will
redeem, on the next quarterly redemption date occurring not less than 30 days
after that notice, all or any lesser amount of bonds for which redemption
requests have been received but which are not then eligible for redemption by
reason of the $25,000 individual limitation or the $1,500,000 aggregate
limitation.  If the Company so elects to redeem excess Bonds of the
New Series, the Company shall redeem these excess bonds in the order of receipt
of redemption requests by the Principal Trustee.

     

    The
provisions of Section 5.03 of the Original Indenture relating to the selection
of bonds to be redeemed in the case of a partial redemption of bonds of any
series shall not apply to the redemption of Bonds of the New Series pursuant to
this Article IV.

     

    The
“quarterly redemption dates” shall be January 1, April 1, July 1 and October 1
of each year, beginning July 1, 2009.

     

    The price
the Company shall pay for the Bonds of the New Series to be redeemed pursuant to
a redemption request is 100% of the principal amount of those Bonds of the New
Series plus any accrued and unpaid interest thereon to the date of redemption;
provided, however, that interest payable on Bonds of the New Series with respect
to an interest payment date that falls on or before a redemption date shall be
made to the holder of such Bonds of the New Series on the record date related to
such interest payment date.

     

    Subject
to arrangements with DTC, payment for the Bonds of the New Series to be redeemed
shall be made to DTC upon presentation of Bonds of the New Series to the
Principal Trustee for redemption in the aggregate principal amount specified in
the redemption requests submitted to the Principal Trustee by DTC which are to
be fulfilled on that date.  The principal amount of any Bonds of the
New Series the Company acquire or redeem, other than by redemption at the option
of any representative of a deceased beneficial owner, shall not reduce the
$25,000 individual limitation or the $1,500,000 aggregate limitation for the
initial period or for any subsequent period.  A beneficial owner, for
purposes of determining if the representative of a deceased person may make a
proper redemption request, is the person who has the right to sell, transfer or
otherwise dispose of Bonds of the New Series and the right to receive the
proceeds from that sale, as well as the interest thereon and principal
thereof.  In general, a determination of beneficial ownership in the
Bonds of the New Series shall be subject to the rules, regulations and
procedures governing DTC and its participants.

     

    


    
      
        
           


        

        
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    Any Bonds
of the New Series held in tenancy by the entirety, joint tenancy or by tenants
in common shall be considered to be held by a single beneficial owner and the
death of a tenant by the entirety, joint tenant or tenant in common shall be
considered the death of the beneficial owner of such Bonds of the New
Series.  The death of a person who, during his lifetime, was entitled
to substantially all of the rights of a beneficial owner of Bonds of the New
Series shall be considered the death of the beneficial owner of such Bonds of
the New Series, regardless of the recordation of ownership of such Bonds of the
New Series on the records of the participant, if such rights can be established
to the satisfaction of the participant and the Company.  These rights
shall be considered to exist in typical cases of nominee ownership, ownership
under the Uniform Gifts to Minors Act or the Uniform Transfer to Minors Act,
community property or other similar joint ownership arrangements, including
individual retirement accounts or Keogh H.R.10 plans maintained solely by or for
the deceased person or by or for the deceased person and any spouse, trusts and
certain other arrangements where one person has substantially all of the rights
of a beneficial owner during such person’s lifetime.

     

    All Bonds
of the New Series which are the subject of pending redemption requests
(including any bonds in excess of the aforesaid limitations) shall be redeemed
prior to the redemption of any other Bonds of the New Series pursuant to the
Company’s optional redemption right under Article II hereof.

     

    The
representative of the deceased beneficial owner of Bonds of the New Series may
initiate the withdrawal of any redemption request by making a request therefor
to the applicable participant and requesting the participant to request that DTC
make a similar request to the Principal Trustee not less than 60 days prior to
the quarterly redemption date on which the Bonds of the New Series are first
eligible for redemption.

     

    The
Company may, at any time, purchase any Bonds of the New Series for which
redemption requests have been received in lieu of redeeming those Bonds of the
New Series.

     

    During
any time or times as the Bonds of the New Series are not represented by a global
note and are issued in certificated form, all references herein to participants
and DTC, including DTC’s governing rules, regulations and procedures, shall be
considered deleted, all determinations which under this section the participants
are required to make shall be made by the Company (including, without
limitation, determining whether the deceased person is in fact the beneficial
owner of Bonds of the New Series to be redeemed or is in fact deceased and
whether the representative is duly authorized to request redemption on behalf of
the applicable beneficial owner), and all redemption requests, to be effective,
must be delivered by the representative to the Principal Trustee, with a copy to
the Company, and must be in the form of a redemption request (with appropriate
changes to reflect the fact that the redemption request is being executed by a
representative) and, in addition to all documents that are otherwise required to
accompany a redemption request, must be accompanied by the Bonds of the New
Series that are the subject of the request and, if applicable, a properly
executed assignment or endorsement.  If the record ownership of Bonds
of the New Series is held by a nominee of the deceased beneficial owner, a
certificate or letter from such nominee attesting to the deceased’s ownership of
a beneficial interest in the Bonds of the New Series must also be
delivered.

     

    


    
      
        
           


        

        
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    ARTICLE
V


     

    DIVIDENDS
AND SIMILAR DISTRIBUTIONS

     

    The
Company hereby covenants that, so long as any of the Bonds of the New Series
shall remain outstanding, the covenants and agreements of the Company set forth
in Section 4.11 of the
Original Indenture as heretofore supplemented shall be and remain in full force
and effect and be duly observed and complied with by the Company,
notwithstanding that no First Mortgage Bonds, 31⁄2% Series due 1969, remain
outstanding.

     

    ARTICLE
VI


     

    THE
TRUSTEES

     

    The
Trustees accept the trusts created by this Supplemental Indenture upon the terms
and conditions hereof and agree to perform such trusts upon the terms and
conditions set forth in the Original Indenture as heretofore supplemented and in
this Supplemental Indenture set forth.  In general, each and every
term and condition contained in Article 13 of the Original
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same
conform to this Supplemental Indenture.

     

    ARTICLE
VII


     

    MISCELLANEOUS
PROVISIONS

     

    Section
1. If the
date for making any payment of principal, interest, or premium or the last date
for performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall be a legal holiday or a day on which banking
institutions in the City of Chicago, Illinois, are authorized by law to remain
closed, such payment may be made or act performed or right exercised on the next
succeeding day not a legal holiday or a day on which such banking institutions
are authorized by law to remain closed, with the same force and effect as if
done on the nominal date provided in this Supplemental Indenture, and no
interest shall accrue for the period after such nominal date.

     

    Section
2. The
Original Indenture as heretofore and hereby supplemented and amended is in all
respects ratified and confirmed; and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument.  Neither
the execution of this Supplemental Indenture nor anything herein contained shall
be construed to impair the lien of the Original Indenture as heretofore
supplemented on any of the property subject thereto, and such lien shall remain
in full force and effect as security for all bonds now outstanding or hereafter
issued under the Indenture.  All terms defined in Article 1 of the Original
Indenture, as heretofore supplemented, for all purposes of this Supplemental
Indenture, shall have the meanings therein specified, unless the context
otherwise requires.

     

    Section
3. This
Supplemental Indenture may be simultaneously executed in any number of
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

     

    Section
4. Nothing
in this Supplemental Indenture contained, shall, or shall be construed to,
confer upon any person other than a holder of bonds issued under the Indenture,
the Company and the Trustees any right or interest to avail himself of any
benefit under any provision of the Indenture, as heretofore supplemented and
amended, or of this Supplemental Indenture.

     

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, The Empire District Electric Company, party of the first part,
has caused its corporate name to be hereunto affixed and this instrument to be
signed by its President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary for and
in its behalf; and The Bank of New York Mellon Trust Company, N.A. and UMB Bank
& Trust, N.A., parties of the second part, in evidence of each of its
acceptance of the trust hereby created, have each caused its corporate name to
be hereunto affixed, and this instrument to be signed by its President, a Vice
President or an Assistant Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary for and in its
behalf, all as of the day and year first above written.

     

    
      
        
          	
                  THE
      EMPIRE DISTRICT ELECTRIC COMPANY

                
	 
      
	 
      
	
                  By   /s/
      Gregory A. Knapp            

                         
      Name:  Gregory A. Knapp

                         
      Title:    Vice President - Finance and

                                   
         Chief Financial
Officer

                


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              [Corporate
      Seal]

                            
	 
      
	
                              Attest:

                            
	 
	
                                      /s/
      Janet S. Watson            

                              Name:  Janet
      S. Watson

                              Title:    Secretary-Treasurer

                            
	 
	
                              Signed,
      sealed and delivered by

                            
	
                                  
      THE EMPIRE DISTRICT ELECTRIC COMPANY

                                  
       in the presence of:

                            
	 
	
                                      /s/
      Robert W. Sager            

                            
	
                              Name:  Robert
      W. Sager

                            
	 
	
                                      /s/
      Debra S. Brill              

                              Name:  Debra
      S.
Brill

                            


                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            	
                    THE
      BANK OF NEW YORK MELLON TRUST 
     COMPANY, N.A.,
      as Trustee

                  
	 
      
	 
	
                    By    /s/ Roxane Ellwanger        

                           
      Name:  Roxane Ellwanger

                           
      Title:    Assistant Vice
  President

                  


          

        

      

    

    


    [Corporate
Seal]

    


    Attest:

    


    
      
        
          
            	
                            /s/
      Richard Tarnas        

                    Name:  Richard
      Tarnas

                    Title:    Vice
      President

                  
	 
      
	
                    Signed,
      sealed and delivered by

                        
      THE BANK OF NEW YORK MELLON

                        
      TRUST COMPANY, N.A.

                        
      in the presence of:

                  
	 
      
	
                            /s/
      Irina Bogomolny        

                    Name:  Irina
      Bogomolny

                  
	 
      
	
                            /s/
      Aleli Adao            

                    Name:  Aleli
      Adao

                  


          

        

      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          	
                  UMB
      BANK & TRUST, N.A.,

                      
      as Trustee

                
	 
      
	 
      
	
                  By
        /s/ Laura
      Roberson

                          Name:  Laura
      Roberson

                         
      Title:    Vice
President

                


        

      

    

    


    [Corporate
Seal]

    


    Attest:

    


    
      
        
          
            	
                            /s/
      Richard F. Novosak        

                    Name:  Richard
      F. Novosak

                    Title:    Assistant
      Vice President

                  
	 
      
	
                    Signed,
      sealed and delivered by

                        
      UMB BANK & TRUST, N.A.

                        
      in the presence of:

                  
	 
      
	
                            /s/
      Sandra L. Battas        

                    Name:  Sandra
      L. Battas, AVP

                  
	 
      
	
                            /s/
      Deanna Wilson        

                    Name:  Deanna
      Wilson, AVP

                  


          

        

      

    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              State
      of Missouri

            	
              )

            
	 
      	
              )  ss.:

            
	
              County
      of Jasper

            	
              )

            


    

    


    Be It
Remembered, and I do hereby certify, that on this 27th day of March, 2009,
before me, a Notary Public in and for the County and State aforesaid, personally
appeared Gregory A. Knapp, the Vice President - Finance and Chief Financial
Officer of The Empire District Electric Company, a Kansas corporation, and Janet
S. Watson, the Secretary-Treasurer of said corporation, who are both to me
personally known, and both personally known to me to be such officers and to be
the identical persons whose names are subscribed to the foregoing instrument as
such Vice President - Finance and Chief Financial Officer and
Secretary-Treasurer, respectively, and as the persons who subscribed the name
and affixed the seal of said The Empire District Electric Company, one of the
makers thereof, to the foregoing instrument as its Vice President - Finance and
Chief Financial Officer and Secretary-Treasurer, and they each acknowledged to
me that they, being thereunto duly authorized, executed the same for the uses,
purposes and consideration therein set forth and expressed, and in the
capacities therein stated, as their free and voluntary act and deed, and as the
free and voluntary act and deed of said corporation.

     

    And the
said Gregory A. Knapp and Janet S. Watson, being each duly sworn by me,
severally deposed and said:  that they reside in City of Joplin,
Missouri; that they were at that time Vice President - Finance and Chief
Financial Officer and Secretary-Treasurer, of said corporation; that they knew
the corporate seal of said corporation, and that the seal affixed to said
instrument was such corporate seal, and was thereto affixed by said
Secretary-Treasurer, and the said instrument was signed by said Vice President -
Finance and Chief Financial Officer, in pursuance of the power and authority
granted them by the By-Laws of said corporation, and by authority of the Board
of Directors thereof.

     

    In
Testimony Whereof, I have hereunto set my hand and affixed my official and
notarial seal at my office in said County and State the day and year last above
written.

     

    My
commission expires October 30, 2010

     

    [Notarial
Seal]

     

    
      
        	
                  /s/
      Vicki L. Kramer-Gibson        

                Notary
      Public

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              State
      of Illinois

            	
              )

            
	 
      	
              )  ss.:

            
	
              County
      of Cook

            	
              )

            


    

    


    Be It
Remembered, and I do hereby certify, that on the 27th day of
March, 2009, before me, a Notary Public in and for the County and State
aforesaid, personally appeared Roxane Ellwanger, Assistant Vice President of The
Bank of New York Mellon Trust Company, N.A., a national banking association
organized under the laws of the United States of America, and Richard Tarnas,
Vice President of said association, who are both to me personally known, and
both personally known to me to be such officers and to be the identical persons
whose names are subscribed to the foregoing instrument as such Assistant Vice
President and Vice President, respectively, and as the persons who subscribed
the name and affixed the seal of said The Bank of New York Mellon Trust Company,
N.A., one of the makers thereof, to the foregoing instrument as its Assistant
Vice President and Vice President, and they each acknowledged to me that they,
being thereunto duly authorized, executed the same for the uses, purposes and
consideration therein set forth and expressed, and in the capacities therein
stated, as their free and voluntary act and deed, and as the free and voluntary
act and deed of said association.

     

    And the
said Roxane Ellwanger and Richard Tarnas, being each duly sworn by me, severally
deposed and said:  that they reside in Chicago, Illinois and
Chicago, Illinois, respectively; that they were at that time respectively
Assistant Vice President and Vice President, of said association; that they knew
the corporate seal of said association, and that the seal affixed to said
instrument was such corporate seal, and was thereto affixed by said Vice
President, and the said instrument was signed by said Assistant Vice President,
in pursuance of the power and authority granted them by the By-Laws of said
association, and by authority of the Board of Directors thereof.

     

    In
Testimony Whereof, I have hereunto set my hand and affixed my official and
notarial seal at my office in said County and State the day and year last above
written.

     

    My
commission expires May 12, 2009

     

    [Notarial
Seal]

     

    
      
        
          	
                    /s/ Danita George        

                        Notary
      Public

                


        

      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              State
      of Missouri

            	
              )

            
	 
      	
              )  ss.:

            
	
              City
      of St. Louis

            	
              )

            


    

    


    Be It
Remembered, and I do hereby certify, that on this 19th day of
March, 2009, before me, a Notary Public in and for the County and State
aforesaid, personally appeared Laura Roberson, Vice President of UMB Bank &
Trust, N.A., a national banking association organized under the laws of the
United States of America, and Richard F. Novosak, Assistant Vice President of
said association, who are both to me personally known, and both personally known
to me to be such officers and to be the identical persons whose names are
subscribed to the foregoing instrument as such Vice President and Assistant Vice
President, respectively, and as the persons who subscribed the name and affixed
the seal of said UMB Bank & Trust, N.A. one of the makers thereof, to the
foregoing instrument as its Vice President and Assistant Vice President, and
they each acknowledged to me that they, being thereunto duly authorized,
executed the same for the uses, purposes and consideration therein set forth and
expressed, and in the capacities therein stated, as their free and voluntary act
and deed, and as the free and voluntary act and deed of said
association.

     

    And the
said Laura Roberson and Richard F. Novosak, being each duly sworn by me,
severally deposed and said:  that they reside in St. Louis, Missouri;
that they were at that time respectively Vice President and Assistant Vice
President of said association; that they knew the corporate seal of said
association, and that the seal affixed to said instrument was such corporate
seal, and was thereto affixed by said Assistant Vice President, and the said
instrument was signed by said Vice President, in pursuance of the power and
authority granted them by the By-Laws of said association, and by authority of
the Board of Directors thereof.

     

    In
Testimony Whereof, I have hereunto set my hand and affixed my official seal at
my office in said County and State the day and year last above
written.

     

    My
commission expires August 11, 2012

     

    [Notarial
Seal]

     

    
      
        	
                  /s/
      M. Deborah King        

                      Notary
      Public

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    APPENDIX
A


     

    FORM
OF REDEMPTION REQUEST

    THE
EMPIRE DISTRICT ELECTRIC COMPANY

    7.00%
FIRST MORTGAGE BONDS DUE 2024

    (THE
“BONDS”)

    CUSIP NO. 291641 BC1

     

    The
undersigned [Name Of Participant] (the “Participant”), does hereby certify,
pursuant to the provisions of that certain Indenture of Mortgage and Deed of
Trust, dated as of September 1, 1944, as supplemented and amended (the
“Indenture”), among The Empire District Electric Company (the “Company”) and The
Bank of New York Mellon Trust Company, N.A. (successor to Harris Trust and
Savings Bank) (the “Principal Trustee”) and UMB Bank & Trust, N.A.
(successor to State Street Bank and Trust Company of Missouri, N.A.), as
Trustees, to the Depository Trust Company (the “Depositary”), the Company and
the Principal Trustee that:

     

    
      	
              1.  

            	
              [Name
      of deceased Beneficial Owner] is
deceased.

            


    

     

    
      	
              2.  

            	
              [Name
      of deceased Beneficial Owner] had a $[Principal amount of bonds]
      beneficial ownership interest in the above referenced
    bonds.

            


    

     

    
      	
              3.  

            	
              [Name
      of Representative] is [deceased Beneficial Owner’s personal
      representative/other person authorized to represent the estate of the
      Beneficial Owner/surviving joint tenant/surviving tenant by the
      entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and
      has delivered to the undersigned a request for redemption in form
      satisfactory to the Participant, requesting that $[Principal amount of
      bonds] principal amount of said bonds be redeemed pursuant to said
      Indenture.  The documents accompanying such request, all of
      which are in proper form, are in all respects satisfactory to the
      Participant and [Name of Representative] is entitled to have the bonds to
      which this request (the “Request”) relates
  redeemed.

            


    

     

    
      	
              4.  

            	
              The
      Participant holds the interest in the bonds with respect to which this
      Request is being made on behalf of [Name of deceased Beneficial
      Owner].

            


    

     

    
      	
              5.  

            	
              The
      Participant hereby certifies that it will indemnify and hold harmless the
      Depositary, the Principal Trustee, and the Company (including their
      respective officers, directors, agents, attorneys and employees) against
      all damages, loss, cost, expense (including reasonable attorneys’ and
      accountants’ fees), obligations, claims or liability (collectively, the
      “Damages”) incurred by the indemnified party or parties as a result of or
      in connection with the redemption of bonds to which this Request
      relates.  The Participant will, at the request of the Company,
      forward to the Company a copy of the documents submitted by [Name of
      Representative] in support of this
Request.

            


    

     

    IN
WITNESS WHEREOF, the undersigned has executed this Request as of
[Date].

     

    
      
        	
                [Name
      of Participant]

                 

                By: 
      _________________________

                Name:  [Name]

                Title:    [Title]

              


      

    

    


     

    


     

    A-1