exv4w4






Exhibit 4.4




FOURTEENTH SUPPLEMENTAL INDENTURE




KANSAS CITY POWER & LIGHT COMPANY




UMB BANK, N.A.

(FORMERLY UNITED MISSOURI BANK OF KANSAS CITY, N.A.)




DATED AS OF MARCH 1, 2009




CREATING A MORTGAGE BOND

SERIES 2007 EIRR INSURER DUE 2035




SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND

DEED OF TRUST DATED AS OF DECEMBER 1, 1986




 









 





     FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2009, between KANSAS CITY POWER &
LIGHT COMPANY, a Missouri corporation (“Company”), and UMB BANK, N.A. (formerly United Missouri
Bank of Kansas City, N.A.), as Trustee (“Trustee”) under the Indenture hereinafter mentioned.



     WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective
meanings set forth in the Indenture;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a General Mortgage
Indenture and Deed of Trust (“Indenture”), dated as of December 1, 1986, to secure Mortgage Bonds
issued by the Company pursuant to the Indenture, unlimited in aggregate principal amount except as
therein otherwise provided;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First
Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second
Supplemental Indenture, dated as of April 1, 1988, creating a second series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Third
Supplemental Indenture; dated as of April 1, 1991, creating a third series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Fourth
Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Fifth
Supplemental Indenture, dated as of September 1, 1992, creating a fifth series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Sixth
Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Seventh
Supplemental Indenture, dated as of October 1, 1993, creating a seventh series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, an Eighth
Supplemental Indenture, dated as of December 1, 1993, creating an eighth series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Ninth
Supplemental Indenture, dated as of February 1, 1994, creating a ninth series of Mortgage Bonds;



 









 





     WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Tenth
Supplemental Indenture, dated as of November 1, 1994, creating a tenth series of Mortgage Bonds;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee, an Eleventh
Supplemental Indenture, dated as of August 15, 2005, creating an eleventh series of Mortgage Bonds;



     WHEREAS, the Company is executing and delivering to the Trustee, a Twelfth Supplemental
Indenture, dated as of March 1, 2009, creating a twelfth series of Mortgage Bonds;



     WHEREAS, the Company is executing and delivering to the Trustee, a Thirteenth Supplemental
Indenture, dated as of March 1, 2009, creating a thirteenth series of Mortgage Bonds;



     WHEREAS, the Company desires in and by this Supplemental Indenture to create a fourteenth
series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth
the maturity date or dates, interest rate or rates and the form and other terms of such Mortgage
Bonds;



     WHEREAS, Section 15.01(c) of the Indenture provides that the Company and the Trustee may enter
into an indenture supplemental to the Indenture to establish the form and other terms of such
Mortgage Bonds consistent with the provisions of the Indenture; and



     WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed
and delivered, a valid, binding and legal instrument in accordance with its terms and for the
purposes herein expressed, have been done and performed; and the execution and delivery of this
Supplemental Indenture have been in all respects duly authorized;



     NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of
One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or
before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, and of other good and valuable consideration, it is agreed by and between the Company
and the Trustee as follows:



ARTICLE I.




MORTGAGE BOND SERIES 2007 EIRR INSURER DUE 2035




     SECTION 1. (a) There is hereby created a fourteenth series of Mortgage Bonds to consist of
one Mortgage Bond issued under and secured by the Indenture, to be designated as “Mortgage Bond
Series 2007 EIRR Insurer Due 2035” of the Company (“Bond of the Fourteenth Series”).



     (b) The Bond of the Fourteenth Series shall be issued in the principal amount of $146,500,000,
but the principal amount of the Bond of the Fourteenth Series actually outstanding as of any
particular time shall be equal to the principal amount of securities titled “City of Burlington,
Kansas Environmental Improvement Revenue Refunding Bonds (Kansas



2









 







City Power & Light Company Project) Series 2007A” (“2007A Refunding Bonds”) and “City of
Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light
Company Project) Series 2007B (“2007B Refunding Bonds” and, together with the 2007A Refunding
Bonds, “Refunding Bonds”) which at such particular time are outstanding under the Indenture of
Trust dated as of September 1, 2007 (“Refunding Bond Indenture”), between the City of Burlington,
Kansas and The Bank of New York, as trustee (“Refunding Bond Trustee”).



     (c) The Bond of the Fourteenth Series shall be a registered Bond without coupons and shall be
dated March 24, 2009. The Bond of the Fourteenth Series shall mature on the same date or dates as
the Refunding Bonds, subject to prior redemption. The Bond of the Fourteenth Series shall be
issued and delivered to Financial Guaranty Insurance Company (“Insurer”), as insurer of the
Refunding Bonds under an Insurance Agreement, dated September 19, 2007, by and between the Company
and the Insurer (the “Insurance Agreement”).



     (d) Interest will accrue on the unpaid portion of the principal of the Bond of the Fourteenth
Series from March 24, 2009 until the entire principal amount of the Bond of the Fourteenth Series
is paid. The Bond of the Fourteenth Series shall bear interest at the rate or rates per annum
borne by the Refunding Bonds as provided for in Section 2.02 of the Refunding Bond Indenture and in
the Refunding Bonds and interest shall be paid on the date or dates on which, and at the same place
or places as, interest is payable on the Refunding Bonds.



     (e) The payment or payments of principal of the Bond of the Fourteenth Series shall be equal
to the principal amount of, and any premium on, the Refunding Bonds which is due and payable under
the Refunding Bond Indenture and shall be payable on the date or dates on which, and at the same
place or places as, the principal of, and any premium on such Refunding Bonds.



     (f) The Bond of the Fourteenth Series shall be subject to redemption at the same times and in
the same amounts as the Refunding Bonds.



     (g) The principal amount of and interest on the Bond of the Fourteenth Series shall be payable
in lawful money of the United States of America.



     SECTION 2. At such time or times that all or a portion of the principal amount of the
Refunding Bonds shall be redeemed or otherwise deemed to have been paid, the Company shall deliver
a notice to the Trustee directing the Trustee to reduce the principal amount of the Bond of the
Fourteenth Series by such specific principal amount, and such specific principal amount shall be
deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture to
be Retired Bonds.



     SECTION 3. If the Refunding Bonds shall become immediately due and payable, pursuant to the
provisions of the first paragraph of Section 8.02 of the Refunding Bond Indenture (by reason of the
occurrence and continuance of an “Event of Default” under Section 8.01 of the Refunding Bond
Indenture), the Bond of the Fourteenth Series shall be subject to redemption in whole. The Trustee
shall redeem the Bond of the Fourteenth Series upon receipt of a written notice (hereinafter
referred to as the “Notice”) from the Company stating that the



3









 







Refunding Bonds have become immediately due and payable. The Notice shall direct the Trustee
to call the Bond of the Fourteenth Series for redemption. No notice of redemption of the Bond of
the Fourteenth Series shall be required in connection with such redemption under Article IX of the
Indenture. The Bond of the Fourteenth Series shall be redeemed in whole immediately upon the
receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements
contained in the Notice to be correct. Any such redemption of the Bond of the Fourteenth Series
shall be at a redemption price equal to the principal amount of the Bond of the Fourteenth Series
together with accrued interest to the redemption date, and such amount shall become and be due and
payable immediately. The Company hereby covenants that, if a Notice shall be delivered to the
Trustee, the Company will deposit immediately, subject to Section 5(b) hereof, with the Trustee, in
accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the
Fourteenth Series so called for redemption.



     SECTION 4. The Bond of the Fourteenth Series is not transferable except as may be required to
effect a transfer to any successor insurer or assignee under the Insurance Agreement.



     SECTION 5. (a) The Bond of the Fourteenth Series shall be pledged by the Company with and
delivered to the Insurer to secure payment of the principal of premium, if any, and interest on the
Refunding Bonds.



     (b) The obligation of the Company to make any payment of the principal of or any premium or
interest on the Bond of the Fourteenth Series shall be fully or partially, as the case may be,
paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time
any such payment shall be due, the then due principal of and any premium or interest on the
Refunding Bonds shall have been fully or partially paid, deemed to have been paid or otherwise
satisfied and discharged, excluding, however, amounts paid by the Insurer under the municipal bond
insurance policy with respect to the Refunding Bonds.



     (c) The Trustee shall conclusively presume that the obligation of the Company to make payments
of the principal of or any premium or interest on the Bond of the Fourteenth Series shall have been
fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and
until the Trustee shall have received written notice from the Insurer, signed by an authorized
officer thereof, stating that the payments of principal of and premium or interest on the Refunding
Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied
and discharged when due and remain unpaid at the date of such notice.



     SECTION 6. The form of the Bond of the Fourteenth Series shall be substantially as follows:



(FORM OF BOND OF THE FOURTEENTH SERIES)




KANSAS CITY POWER & LIGHT COMPANY




MORTGAGE BOND SERIES 2007 EIRR INSURER DUE 2035




$146,500,000




4









 








Bond Number R-1




     Kansas City Power & Light Company, a Missouri corporation (“Company”), for value received,
hereby promises to pay to Financial Guaranty Insurance Company (“FGIC”) or registered assigns, the
sum of $146,500,000 or, if less, the aggregate unpaid principal amount of all City of Burlington,
Kansas Environmental Improvement Revenue Refunding Bands (Kansas City Power & Light Company
Projects) Series 2007A and City of Burlington, Kansas Environmental Improvement Revenue Refunding
Bands (Kansas City Power & Light Company Projects) Series 2007B (collectively, “Refunding Bonds”)
outstanding under the Refunding Bond Indenture, and to pay interest thereon and premium, if any, as
set forth herein. The payment of principal, premium, or interest on the Bond shall be equal to the
principal amount of, any premium on, and interest due on the Refunding Bonds as set forth in the
Refunding Indenture. The principal of and any premium or interest on this Bond of the Fourteenth
Series are payable in lawful money of the United States of America.



     THIS BOND OF THE FOURTEENTH SERIES IS NOT TRANSFERABLE EXCEPT TO EFFECT A TRANSFER TO ANY
SUCCESSOR INSURER FOR THE REFUNDING BONDS OR ANY ASSIGNEE UNDER THE INSURANCE AGREEMENT REFERENCED
BELOW, SUBJECT TO UNITED STATES SECURITIES LAWS.



     The obligation of the Company to make any payment of the principal of or any premium or
interest on this Bond of the Fourteenth Series shall be fully or partially, as the case may be,
paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time
any such payment shall be due, the then due principal of and any premium or interest on the
Refunding Bonds shall have been fully or partially paid, deemed to have been paid or otherwise
satisfied and discharged, excluding, however, amounts paid by the Insurer under the municipal bond
insurance policy with respect to the Refunding Bonds.



     This Bond of the Fourteenth Series is one, of the series hereinafter specified, of the bonds
of the Company (“Bonds”) known as its “Mortgage Bonds,” issued and to be issued in one or more
series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December 1,
1986 (“Indenture”), duly executed by the Company to UMB Bank, N.A., (formerly United Missouri Bank
of Kansas City, N.A.) Trustee (“Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the property mortgaged and pledged, the
nature and extent of the security, the terms and conditions upon which the Bonds are, and are to
be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of
such security, and the prior liens to which the security for the Bonds is junior; capitalized terms
used in this Bond of the Fourteenth Series have the respective meanings set forth in the Indenture.
As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may
mature at different times, may bear interest at different rates and may otherwise vary as therein
provided; and this Bond of the Fourteenth Series is the only one of the series entitled “Mortgage
Bonds Series 2007 EIRR Insurer Due 2035,” created by a Fourteenth Supplemental Indenture dated as
of March 1, 2009, as provided for in the Indenture. With the consent of the holders of more than
50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from
time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any
provisions to or changing in any



5









 







manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of
modifying in any manner the rights of the holders of the Bonds and any coupons; provided,
however, that (i) no such Supplemental Indenture shall, without the consent of the holder
of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any
terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or
reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal
amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to
institute suit for the enforcement of payment of principal of or any premium or interest on such
Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage of Bonds,
the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the
creation by the Company of any Prior Lien, and (ii) no such action which would affect the rights of
the holders of the Bonds of only one series may be taken unless approved by the holders of more
than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any
such action would affect the Bonds of two or more series, the approval of such action on behalf of
the holders of Bonds of such two or more series may be effected by holders of more than 60% in
aggregate principal amount of the Outstanding Bonds of such two or more series, which need not
include 60% in principal amount of Outstanding Bonds of each of such series; provided,
however, that, in no event shall such action be effective unless approved by holders of
more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series.



     In the event that this Bond of the Fourteenth Series shall not be presented for payment when
all Refunding Bonds issued are no longer outstanding under the Refunding Bond Indenture, then all
liability of the Company to the Registered Holder of this Bond of the Fourteenth Series for the
payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine
and be completely discharged and the right of such Registered Holder of this Bond of the Fourteenth
Series for the payment of the principal hereof and any premium or interest hereon shall forthwith
cease, determine and be completely discharged and such Registered Holder shall no longer be
entitled to any lien or benefit of the Indenture.



     In case an event of Default shall occur, the principal of this Bond of the Fourteenth Series
may become or be declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.



     This Bond of the Fourteenth Series is not transferable by the Registered Holder hereof in
person or by an attorney duly authorized in writing, except as may be required to effect a transfer
to any assignee or successor to FGIC under the Insurance Agreement, dated September 19, 2007, by
and between the Company and FGIC, at the principal office of the Trustee in Kansas City, Missouri
(or at the principal office of any successor in trust), upon surrender and cancellation of this
Bond of the Fourteenth Series, and upon any such transfer a new registered Bond of the Fourteenth
Series without coupons of the same series for the same principal amount will be issued to the
transferee in exchange herefor.



     The Company and the Trustee may deem and treat the person in whose name this Bond of the
Fourteenth Series is registered as the absolute owner hereof for the purpose of receiving payment
and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice
to the contrary.



6









 





     No recourse shall be had for the payment of the principal of or any premium or interest on
this Bond of the Fourteenth Series, or for any claim based hereon or otherwise in respect hereof or
of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or
officer, past, present or future, of the Company or of any predecessor corporation, as such, either
directly or through the Company or of any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability of incorporators, stockholders, directors and officers
being waived and released by every owner hereof by the acceptance of this Bond of the Fourteenth
Series and as part of the consideration for the issue hereof, and being likewise waived and
released by the terms of the Indenture.



     This Bond of the Fourteenth Series shall not be valid or become obligatory for any purpose
unless and until the certificate of authentication hereon shall have been executed by the Trustee
or its successor in trust under said Indenture.



     IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Bond of the Fourteenth
Series to be executed in its name by the manual or facsimile signature of its Chairman of the
Board, Chief Executive Officer, President or a Vice President, and its corporate seal to be
impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or
one of its Assistant Secretaries.



	 	 	 	 	 	 	 
	 	 	KANSAS CITY POWER & LIGHT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

     Authorized Signature
	 	 






Dated:




	 	 	 
	 


	 	 
	Attest:
	 	 
	 
	 	 
	 

Secretary or Assistant Secretary

	 	 






7









 





     The form of Trustee’s certificate to appear on the Bond of the Fourteenth Series shall be
substantially as follows:



(FORM OF TRUSTEE’S CERTIFICATE)




     This Bond of the Fourteenth Series is the Bond of the series designated therein, described in
the within-mentioned Indenture and Fourteenth Supplemental Indenture.



	 	 	 	 	 
	 	UMB BANK, N.A.,

as Trustee.

 
	 
	 	By  	 	 
	 	 	     Authorized Signature 	 
	 	 	 	 
	 



ARTICLE II.




ISSUE OF BOND OF THE FOURTEENTH SERIES





     SECTION 1. The Bond of the Fourteenth Series may be executed, authenticated and delivered as
permitted by the provisions of Article III, IV, V or VI of the Indenture.



ARTICLE III.




THE TRUSTEE.




     SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the
Company, or for or in respect of the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.



     Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other
than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on
behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully
to all intents as if the same were herein set forth at length.



ARTICLE IV.




MISCELLANEOUS PROVISIONS




     SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions,
definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated
in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended
by this Supplemental Indenture is in all respects ratified and



8









 







confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument.



     SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give
to any person or corporation, other than the parties hereto and the holders of Bond of the
Fourteenth Series issued and to be issued under and in respect of this Supplemental Indenture, or
under any covenant, condition or provision herein contained, all the covenants, conditions and
provisions of this Supplemental Indenture being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and of the holders of the Bond of the Fourteenth Series
issued and to be issued under the Indenture and secured thereby.



     SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained
by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as
amended) inure to the benefit of its successors and assigns, whether so expressed or not.



     SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted
for convenience of reference, and shall not be deemed to be any part hereof.



     SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each
of such counterparts shall together constitute but one and the same instrument.



     SECTION 6. In case any provision in this Supplemental Indenture or the Bond of the Fourteenth
Series shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 7. If any provision in this Supplemental Indenture limits, qualifies or conflicts with
another provision hereof that is required to be included herein by any provisions of the Trust
Indenture Act, such required provision shall control.



9









 





     IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture
to be executed by its Chairman of the Board, President or one of its Vice Presidents and its
corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant
Secretaries, and UMB BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its
President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly
attested by one of its Assistant Secretaries, as of the day and year first above written.



	 	 	 	 	 
	 	KANSAS CITY POWER & LIGHT COMPANY

 	 
	 	By  	/s/ Terry Bassham
 	 
	 	 	Terry Bassham 	 
	 	 	Executive Vice President – Finance and

Strategic Development and Chief Financial Officer 	 
	 



[Seal]




Attest:




	 	 	 
	/s/ Mark G. English
	 	 
	 

Mark G. English

Assistant Secretary

	 	 






	 	 	 	 	 
	 	UMB BANK, N.A.

 	 
	 	By  	/s/ Anthony P. Hawkins
 	 
	 	 	Anthony P. Hawkins 	 
	 	 	Vice President 	 
	 



[Seal]




Attest:




	 	 	 
	/s/ Jason E. McConnell
	 	 
	 

Secretary or Assistant Secretary

	 	 






10









 





	 	 	 
	STATE OF MISSOURI

	 	) 
	 

	 	) ss
	COUNTY OF JACKSON

	 	) 






     On this 16th day of March, 2009, before me, a Notary Public in and for said County
in the State aforesaid, personally appeared Terry Bassham, to me personally known, who, being by me
duly sworn, did say that he is Executive Vice President – Finance and Strategic Development and
Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the
corporations described in and which executed the foregoing instrument, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors; and said Terry
Bassham acknowledged said instrument and the execution thereof to be the free and voluntary act and
deed of said corporation.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and
State aforesaid the day and year first above written.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Renee Ray
 	 
	 	     Notary Public 	 
	 	 	 
	 



My commission expires: 8/30/2010




11









 








	 	 	 
	STATE OF MISSOURI

	 	) 
	 

	 	) ss
	COUNTY OF JACKSON

	 	) 






     On this 16th day of March, 2009, before me, a Notary Public in and for said County
in the State aforesaid, personally appeared Anthony P. Hawkins, to me personally known, who, being
by me duly sworn, did say that he is Vice President of UMB Bank, N.A., a national banking
association organized and existing under the laws of the United States of America, one of the
corporations described in and which executed the foregoing instrument, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors; and said Anthony
P. Hawkins acknowledged said instrument and the execution thereof to be the free and voluntary act
and deed of said corporation.



     IN WITNESS WHEROF, I have hereunto set my hand and affixed my official seal in the County and
State aforesaid the day and year first above written.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Della Jones
 	 
	 	     Notary Public 	 
	 	 	 
	 



My commission expires: 2/21/2011





12