ex435wr1939mortgageandde






                                                      Exhibit 4.35               THE KANSAS    POWER AND    LIGHT COMPANY                                    TO                   HARRIS. TRUST   AND .. SAVINGS BAmt                                uTrustee                                DATED .JULY 1.11139    ltEPRINTEO BY OFFSET, OCTOBER 1950  





 






       TIIE KANSAS POWER AND       LIGHT COMPANY                    MoRTGAGE AND DEJID oF TRUST                         Dated July 1, 1939                  TAB L E    0 F  C 0 N TENT S*                                                           PAGE-:  PARTIES •• • • • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • . • • • • • • • • • • • • • • • 1  J{E.ClTALS:    Purposes of mortgage................... . . • • . . . • • . • • . .. • • • • • 1    General description of bond issue. . .. . . .. .. . .. .. .. • .. .. .. • • .. .. ~ •.    General form of coupon Bond., ... ; ................... : ...... :·· 1    General fomt of coupon .....•.••..•................ ;~-.. ·..•  ;·.:~-::-·-" S~~r··: ,,,                     •                                  .·.- ~ '· :·.· .,..-: .,-;:-;.,._<-~- .    General form of J"Cglstered Bond without eoupons •.•• ; ; ; : • •••• :; , ... '6 •·    Gt•n••rnl form of Tntstee's certificate ••••••.•••.••..••• ; ••••• ·;.; 9 ·    Due authorization of the Indenture nnd llonds ... ·••••.•  ·......  ·• ; • • 9  GIIANTING CLAUSF.S:    Grant and conveyance...... . . . . . • .. . . . . . . . . . . . . . .. .. . . .. .. . . 10    Real estate . . . • . .. • . . • . . . . . . .. • . . . . . . .. . . . . . . . . . . .. . . . . .• . . . 10    Powerhouses, etc. ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55    Electric distribution systems. . .. . . .. . . . .. .. .. .. . . . . .. .. . . . .. .. 56    Water supply systems . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . 58    Gas distributions systems . .. • . . . . .. . . . • . . • . .. . . . . . . .. . • .. • • . . 58    Steam heating distribution system . .. . . .. . .. . . . .. • .. • • .. . .. .. . . 59    Electric transmission lines.. • • • . . . • . . . . . . .. . . . . . . . . . . • . . . . . . . . 59    Gas transmission lines.. .. . .. . . . . .. . . .. . .. . • . .. . . .. . . . .. .. . .. 73    Telephone lines .. • . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101     Franchises, ordinances, easements, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 102     Property hereafter acquired. . .. .. • • . . • . . .. .. • . . .. . • . . . . . . . . • . 103     Property hereafter subjected to the lien of the Indenture. . • . . . . . . .  I 03   ExcEPTED PROI'ERTv .......................................... 10-!   HABENDUM  .. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • !OS   SuBJECT TO C!!.RTAIN ExcEPTIONs •••••.••.••.••.••••••••••.•••. !OS   GRANT IN TRUST .......................... .               !05   DEFEASANCE .. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • !Ofi   GENERAL CovENANT  .•••••••••••••••••••.•.•.•••••..•••••••••• 106       "NOTE: The Table cf Contentm and the l'llRC headiop arc not part u[ the Oril!inal lndeatare   u executed.  





 






                                                    ii                     ...                         ARTICLE I                                                   DEFINinoNs                                                                                  PAG!t                        Purposes and limitation of definitions. • . • . • . . . . . . . . . . . . . . . . . • • . . . 106                  ~--    Acquired plant or system •..........•.......•.........•....•••.• 107                     · · · ·Additional Bonds . • . . . • • • . • . • . • . . • • . . . . . . • . . • . . • . • . . . • . . • • • . • . 107                        Appiaiser . • . . . • . . . . . • • • . . . • . . . . . . . • . . • • . . . . . . • . • • . • . . • . . . • . • 107                     · · · · Appraiser's _certificate ; • • . • . . • • • • • • . . . • • . . • • . . . . • . • • . • . • . . • . . . • 107                     ·. ·., · Authorized newspaper . . . . . . • . . . . • . • . . . . . . . . . . . • • . . . . • . . . • • . . • 107                     · .. Board • . . . . . . . . . . . . . . • . . . . . . . • . . . . . . . • . . . . . . . . . • . • • • . • • • . • • • 108                         Bondable property . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . • . . . . . . • . . . . • • 108                      · · Bonded cost • . • . . . . . . . . • . . . . . . . . . . . . . • • . • • . . . • . . . . . . • . . • • • • . . 108                     .. · · • '&ndholders-percentage of Bondholders. • • • • • • • • • • • • • • • • . • • • • • • 109                      • ~ ,.                                                            .. '• I ;..                      . . Bonds-outstanding Bonds ..................................... 109 ,,;z~~,:., ._· ,- ... .                       , •. ~ CertifiCom._ : ed.  resolution •••••••••.••••••••••••••••••.•••••••••••..•• ,.1 10 _,.._·.•._._:.:.~:-  __-.;..,_~.(r?_;:_.:;q.·~--·~.~-:_:.z_:~_;- _                             paDy .................................................... ·: 110 --.. ~ . 0 ..                      · · ·Corporation ..............~  •.••• , ...................·•  • • • • . • .. • 110 · · ·.•.  :., :                        ·· Cost to the Company-cost ~~-another corporation. • • • • • . • . . . • • . • • • 110 · ·                                                                                               . ...,:·                        . Counsel • .. . .. .. • .. . • • • • .. • .. • • • • • .. • • • • • • • . • • • • • • • • • .. .. • • • • 112                         Coupons • . . • . . . • . . . . • . .. . . . . . .. . . . . . . . . .. .. . . . .. • . .. • • . • . . . . • 112                         Electric properties . • . . . • • • . . . • • . • • . • . . • • • • • . . . . • .. • . • .. • • • . . . • 112                       ·..  Eng;neer . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . • . . . . . . . . . • . . . • . . . . . 112                         Engineer's certificate .. . . .. .. .. . . . . . . . . . • . . . . . . . . . . . . • . . . . . . . . . 112                         Event of default. • . . . . . . . . . . . . . • . . . . . . . • . • . . . • . • • .. • . • • . • • • . . . 112                        . Fair value to the Company. . . . . . . . • . . . . . . . .. . .. • . . • .. • . . . . • . . . . 113  ..                   . Gas properties .. • . • . .. • .. .. • . • • . • • .. . .. .. .. .. • • • .. • .. • • • • . . . • 114                        ·: Gross property additions. • . . . . .. . • . • . • • • • .. . • . • . .. • • . . .. . • • . . • • 114                         Indenture . . .. • • . . . . . . .. . . . . . . . . • . • . .. .. • . .. . .. . . . .. . . • . . . • .. 114                         Independent appraiser . • . . . . .. • . . . . • . • . • . . . .. • . . . • . . • . • . . . . . . . . 114                         Independent appraiser's certificate ............................... 114                         Independent eng;neer ... .. . . . . . . • .. . • . . . • • • .. . . . .. • • • • • .. • • . .. • 115                         Independent eng;neer's certificate ................................ 115                          Issued • • • . . • . . . . . • . . . • . . . . . . . . .. • . . . • . • . . . . . . . • . . . . • . . • . . . . • 115                         Judgment lien . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . • . • . . • 115                .....-_,_. ...... Lien of the Indenture ......................................... 115                ..._,.-.  . .Liens upon rights-of-way for transmission or distribution line pur-                   . .. . . . . poses ..................................................... 116                       ... Mortgaged property .. . • . .. . . . . . . . . . . . . . .. . . . . . . . . • . • . . . . • . . . . 116                         . Net bondable value of property additions not subject to an unfunded                            prior lien . . . . • . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . • . . 116                          Net _bon~able value or property additions subject to an unfunded                            pnor hen . . . • . . . . . . • . . . . . . . . • . • . . . . . . • . . . . . • . • . . . . • • . . • . . . . 118  





 






                                                 iii                                                                              PAGE                     Net earnings available .for interest, depreciation and property retire­                      ment-net earnings of property or of another corporation available                       for interest, depreciation and property retirement . . . . • • • . • . • . • • . 119                     Non-bondable property .....•............................ ·~ . . . . 121                     Officers' certificate .................................•... ·:~··: .... 122                     Opinion of counsel .........•..............•........•.. , • :. . . . 122                     Outstanding •••............•.......•..•...........•.••. ~ . . . . . 122                      Permitted liens •...................•...............•... ·. ••••• 122                                                                          1                     Prior lien-funded prior lien-unfunded prior lien ......•.. .':·: .... 123                      Prior lien bonds-funded prior lien bonds-outstanding prior lien                        bonds . . • • . • . . • . • . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . 123                      Property additions . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . • . . . . . • . . . 125                      Refundable Bonds • • . . . • • . . • • • . . • • . • . • . . • • • . . . . . . . • • • • • • • . • • • • 128                                                                                                     .. I                      Registered owner ••.••••••.••..•.••••••••••••••••••••• .':·. • • • • 129 : ...                      Release moneys ••••.•••.••••.•••.••••••••••••••••• ; • • • • • • • • • • 129                      Retired •••••••••••.•.••••••••.••••••••••••••••••• ~ ~; ·; •·• • • • • • 129                      Supplemental indenture •.•••.••.•••••• : ••• ; • :. : •••·};·:  ::. ~ ••••• 129'                      Trustee ...•.•...••••.............•.... ' .......... ·• • . • . • • . . . • 130                      Trust estate . . . . . . . . . . . . . . . . . . . • . .. ..  .. . . . . . . .. . . . . . . . • • . . .. . . . . . . 130 -:-· ·. ·  .· ..                                                                             . '"C ''' ,. •"f ~;t'>'''·•·•·'·.•                                               ARTICLE   II                          DESCRIPTION AND MANNER· QF .. EXECUTION, AUTHENTICATION AND                                           REGISTRATION OF BONDS                       Sec. 1. Issues in series-designations-change in designation. . . . . . . 130                      Sec. 2. Variations and special provisions. • • • • • • • • . • . . • • • . . . . • . • • 131                       Sec. 3. Exchange for Bonds issued in the name of a successor cor-                               poration • . • . • . • . • . . . . • • • . • . • • • . • . . . . . . . • • . . . . . . . . • 133                       Ses. 4. Books for registration and transfer of Bonds. . . . . . . . . . . . . 134                       Sec. 5. Reiistration of coupon Bonds. • . . . . . . . . . . . . . . . . . . . . . . . . 135                       Sec. 6. Transfer and date of registered Bonds. • . . . . . . . . . . . . . • . . . 135                       Sec. 7. Who deemed owners of Bonds and coupons. . • . . . . . . . . . . . 136                       Sec. 8. Exchange of Bonds of different denominations . . . . . . . . . . . . 136                              Exchange of registered Bonds for coupon Bonds. . . . . . . . . . 137                       Sec. 9. Issue of Bonds in temporary form ............. '.1. . . . . . . 137                       Sec.10. Manner and conditions of exchange of Bonds. . . . . ... . . . . • 138                       Sec. 11. Numbers, designations, legends, etc. on Bonds. . . . . . . . . . . . 139                       Sec. 12. Execution of Bonds and coupons ................~  ....... 140                       Sec. 13. Mutilated, destroyed, lost or stolen Bonds ....... ~· ;.; . . . . . . . 141                       Sec. 14. Form and authentication of Bonds . . • . . . . . . . • • . • . . . . . . . . 141  





 






                              iv                           ARTICLE   III              AuTIIENTICATION AND DELIVERY oF BoNDs                                                           PAGE  SC<O. 1. Limitations as to principal an1ouut ...•.....•...••........ 142         All Bonds equally and ratably secured ••.••...•••.....•... 142  Sec. 2. Initial issue of $26,500,000 Bonds of 3Ya% Series due 1969. 143  Sec. 3. General requirements for authentication of additional Bonds. 143            (a) Certi fi<•d resolution authorizing execution ami re­              questing authentication .. .. .. • .. . .. • . • . . .. .. . • . . • 143           (b) Officers' certificate concerning earnings and no default 143            (c) Opinion of counsel concerning intervening liens and               authorization of Bond~ .......................... 145           (d) Cash with respect to intervening judgment liens. • . • 146  Sec. 4. Authentication of additional Bonds on the basis of property           additions not subject to unfunded prior lien •••••••••••• 146 . · .':'.''_         Conditions to be cOmplied with:                  .,,.,,..._ .•.. ~~,,~;~            (a) Engineer's ~rti6cate relating to property additions _· ..,,·,~·:, ..... ;.;., ... j~~[:'!'".'                and net bondable value ...... ,.................... 146 · ·~. ~:· .• · ·· -·~",~1 ·            (b) Independent engineer's .ccrtilkate relating to fair .·~' ·· jiL·               value of. acquired plants ·c.r systctns. • • • • • • • • . • • • • • 154            (c) Appraiser's certificate relating to fair value of securi-              ties issued in payment of property additions. • . . . • • • 154            (d) Instruments of conveyance ........................ 154            (c) Opinion of counsel relating to title and lien of Inden-              ture ................................... ; ...... 154            (f) Prior lien bonds and cash necess."y to constitute an               unfunded prior lien a funded prior lien ............. 156            (g) Cash .with respect to jndglllent licns. . . . . . . . . • . • • • • 157            ( lr) General requirements provided in SC<."tion 3--Ex­              cepting ncressity of furnishing certificate required by               SC<Oth;m 3_(b) in ·certain cruies where property subjcrt               to pnor hen .. .. • • • .. . . • . . .. .. . . . . . . . . . . .. • . . .. 157  Sec. 5. Authentication of additional Bonds against deposit of cash .• 157          Conditions to be complied with:            (a) Deposit of cash .. .. .. .. .. .. .. • .. .. . . .. .. .. .. • .. 157            (b) General- rt•quirements provided in SC<Otion .1. . . . . . . . . 158  Sec. 6. Authentication of ac.lditiomtl llonds in substitution fnr re­           fundable Bonds .. . .. . . .. . .. . . . . . .. . . . . . . . . . . . . . . . .. J 58          Conditions to be <'mnplied with:            (a) Officers' certilicate relating to Bonds made the basis                for theo application ............................ , . 15/l            (b) General requirements provided in Section 3--Exl'cpt-               ing necessity of certificate required by Section 3(b)                in certain cases • . . . • . . . . . . . . . . . . • . . . . . • . . . . . . . . . 159  





 






                                                    v                                                ARTICLE   IV                                    PAli.TICVLAR CoVENANTS OF TBR CoMPANY                                                                                 PAGE                        Sec. 1. To pay principal, premium, if any, and interest ..•...•..... 159                        Sec. 2. That separate coupons or claims for interest shall have no                                 rights except after payment of principal and coupons and                                 daims for interest not separate.. .. .. . . .. . . .. . . . • . . . . • 160                        Sec. 3. Of seisin and title..................................... 160                        Sec. 4. To maintain agency at each place where. principal or interest                                 shall be payable. . .. .. .. . . . .. . .. .. .. . . . .. . . .. . . . . . . . . 160                        Sec:. 5. To protect title to mortgaged property against foreclosure                                 or enforcement of prior lien.......................... 161                               To pay taxes. . • • . • • • • . • • . . . . . . • • • • • . • . • . . • . • . • • . • • . • • 161                                To conform to requirements of governmental authorities .•• 161:          ~...-~··.                                                                                                         . -~~                               Against permitting mechanics' or other liens to attach •••••• 161  . ,··- ..             Sec. 6. to insure property •...................................;;.  ... ~..  161_~-:   .. ,_  ·. ----      ·Sec. 7. To repair and renew .................................. 153'' ··{' ' ';':;~f~;::fi'                        Sec:. 8. Of due authorization of execution and delivery of Indenture 153 ..                        Sec. 9. Trustee or receiver may make advances ..... ; ....... ·... .. 164\  . -·                        Sec:. 10. To record thiS iililenture and supplemental indentures...... 164                        Sec. 11. Of further assurance, etc... .. .. .. .. .. . .. . .. . .. .. . .. .. .. 164                        Sec.12. Subsequent mortgages. to be made expressly subordinate .•.. 164                        Sec. 13. Against issue of Bonds except in accordance with Indenture                                 -against defaults . . .. . . . . . . . . . . . . . . . . . . . . . . . . . .. .. . 165                        Sec. 14. Against acquisition of property subject to unfunded prior                                 lien, except under certain conditions-property ratio and                                 earnings test-certificates to be filed with Trustee....... 165                        Sec. 15. Against issuance of prior lien bonds secured liy funded prior                                 liens .............................................. 166                        Sec. 16. Against issuance of additional prior lien· bonds· secured by                                 unfunded prior liens, except under certain conditions-on                                 basis of property additions, deposit of cash, and payment                                 or cancellation of prior lien bon~ngs test-certifi­                                cates to be filed with Trustee. • . . . .. .. . . . . . .. .. . . .. .. .. 166                        Sec. 17 •• To perform covenants of prior liens. • • . . . . • . . . . . . . . . . . . . 170                        Sec. 18. Concerning release of property subject to a prior lien or                                  withdrawal of moneys deposited under a prior lien, in cer-                                 tain conditions on basis property additions. . . . . . . . . . . . . . 170                        Sec:. 19. In case of acquisition of all bonds secured by any prior lien,                                  to cause such bonds to be canceled or deposited with                                  Trustee . . . . . . .. . . . . . .. . . . . . . . • • . .. . . .. . .. .. . . .. . . . 171                        Sec. 20. In ease of satisfaction of any funded prior lien, to caned or                                  deposit with the Trustee all prior lien bonds secured by                                  other prior liens and to deposit with the Trustee aU moneys                                  held under such satisfied prior lien. . . . . . . . . . . . . . . • • . . . . 171  





 






                                                      vi                                                                                   PAGE                          Sec. 21. Against sale of part of mortgaged property or consolidation                                   with another corpomtion except as provided herein..... 172                          Sec. 22. To maintain corpomte existence......................... 172                          Sec. 23. To furnish Trustee certain financial statements and infor-                                  mation .. . . . . . .. . . . .. • . . . . . . . . . . . .. .. • . .. . . . • .. . . . . 172                                  To keel;' proper books of record and account and permit in-                                  spection by Trustee • • .. . .. .. . .. • . .. .. . .. . .. .. .. • • .. • 173                                  To furnish Trustee semi-annually information with respect                                   to names and addresses of Bondholders. • . • • • • . • . • • . . . . • 1?3                                  Trustee to keep on file such infomtation and either afford                                    Bondholders access to such information or make its                                    services awil.'1.blc for mailing to Bondholders communica­                                   tions with respect to their rights, subject to certain condi-                                   tions . . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . • • . . . . . .. . . . . . . .. 173                                                    ARTICLE V                                                Rlm!WPTION  OF BoNDS                          See. 1. Company  may =erve right to redeem-notice of redemp-                                   tion-redemption of part only of any seriea •.••••••••••• 175                           See. 2. Payment of redemption price ........................... 176  ..                       Sec. 3. Deposit of redemption moneys and effect thereof. • • • • . • • . • 177                           Sec. 4. Cancellation of redeemed Bonds .....•.•................ 177                                                    ARTICLE   VI                                      CoNCRRNING SECUIUTIU  HELD BY THE TausTRE                           Sec. 1. Uncanceled funded prior lien bonds to he held by the Trus-                                   tee as part of the trust estate. .. . . . .. . .. .. • . . . . .. .. . . .. 178                           Sec. 2.  Provisions as to payment·of interest and principal of funded                                     prior lien bonds ....... , ..... , .. .. .. . . . . .. . . . .. . . . . . 178                           Sec. 3. Cancellation of funded prior lien bonds upon direction by                                     Company  ..... ; .......... , ........................ 179                           Sec. 4. Cancellation of funded prior lien ·bonds and discharge of                                     funded prior liens • .. .. • . . . . . . . . .. . . .. . . . . . . . . .. . . . . 179                           Sec. S. Concerning purchase money obligations and municipal bonds                                     held by Trustee . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . 180                                                    ARTICLE   VII                                       PossESSION, UsE AND REutASE OF PRoPERTY                            Sec. 1. Possession until default . . .. .. .. .. .. .. .. . . .. • . .. • . . . .. 180  





 






                              vii                                                           PAGE  Sec. 2. Disposition of machinery and equipment, abandonment of            property, modification of leases and surrender or nlodifica-           tion of franchises without release or consent by Trustee.. 181  Sec. 3. Release of property (other than prior lien bonds )-condi­           tions to be complied with:            (a) Certified resolution requesting release . . . . . . . . . . . • . 18.3            (b) Engineer's certificate as to fair value of property re-               leased, desirability of release and liens on property                released ..................................... , • 18.3            (c) Independent engineer's certificate, in certain cases,                with respect to desirability of release . . . . . . . . • . . . . • 184            (d) Cash to be deposited in amount equal to fair value of                property, less:                ( 1) Prind~ amount of purehase money obligations                    depoatted • • .. • .. . • . .. .. • .. .. .. .. .. • .. .. • .. 184                (2) Fair value of municipal obligations deposited... 185                {3)  Principal amount of prior lien solely a lien on                    property relea.sed .................... ~ ·• • • . • • • . 185            (s) Opinion of counsel relating to release of franchise ••• 186          Reduction of cash by compliance with Sections l, 2 or 4 of            Article VIII . . . . . . . • . . • . . . . . . . . . .. . • . . . . . . . . ... . . • . . • 186          Deposit of cash and obligations under prior lien ••••••••••• 186   Sec. 4. Release of funded prior lien bonds upon sale of ·all the prop­           erty subjeet thereto-conditions to be complied with:             (a) Certified resolution requesting release. . . . . . . . . . . . . 187             (b) Officers' certificate that all property subjeet to the                prior lien has been released .. .. .. . .. .. .. .. .. .. . .. 187             (c) Opinion of counsel that no remaining property is sub-               ject to the prior lien .. • . • .. .. . • .. • .. . .. . .. .. .. • • 187             (d) Cash to be deposited ............................ 187   Sec. S.  Release of property taken by eminent domain or exercise of             right of municipal purchase .......................... ; 187   Sec. 6. Purchaser of released property not required to investigate. . 188   Sec. 7.  Power to dispose of property' may be exercised by receiVer,             trustee in bankruptcy, assignee, or Trustee in possession. • 188                            ARTICLE VIII            APPLICATION 01.' MONEYS RECEIVED B'l THE TRUSTit&   Sec.  1. Payment to Company of moneys (other than moneys re­            ceived as basis for issue of Bonds, on account of jqdgment             liens or in order to make a prior lien a funded prior lien)             against property additions . .. . . .. • . . • . . .. .. . .. . . .. .. • 189  





 






                             viii                                                          PAGE         Conditions to be oomplied with :           (a) Certified resolution authoriziag application ...•..•.. 190           (b) Engineer's certificate with respect to property addi-              tions . . • . . . . . . . • . . • . . . • • • . . . . . . . • . . . . . • . . . . . . . 190            (c) Certificates, instruments and opinion of counsel de­              scribed in Subdivisions (b) to (e), both inclusive, of               Section 4 of Article III. . • • . • . . • . . • • . . . • . • . . • . • • 192            (d) Prior lien bonds and cash .•...•.••.......•....... 192          No cash (except cash relating to property subject to un­           funded prior lien) may be withdrawn on basis of property           additions subject to unfunded prior lien ................ 192  Sec. 2. Payment to Company of moneys (other than moneys re-          ceived as basis for issue of Bonds, on account of judg­           ment liens or in order to make a prior lien a funded prior            lien) against refundable Bonds issued by the Company. • • 193          Conditions to be complied with:            (a) Certified resolution authorizing application. • • • • • • • • • .            (b) Officers' certificate relating to Bonds made the basilf'               of the application • • • • • • • • • • . • •.• • . . • • • • • • • • • .. .. • 193 ' .  Sec. 3. Payment to Company of money received as basis for authen·           _tication.  of additioual Bonds. . • . • • • • • • • . . • • . • • • • • • • • • • 194 ·            (a) On basis of property additions--eonditions to be com­              plied with:                (1) Certified resolution authorizing application ...•. 194                (2) Certificates, instruments, opinions, prior lien                    bonds and cash provided in Subdivisions (a) to                    (g), both inclusive, of Section 4 of Article III. 194            (b) Against refundable Bonds-conditions to be complied               with:                (1) Certified resolution authorizing application. • • • • 194                (2) Officers' certificate provided by paragraphs (1)                    to (4), both inclusive, of Section 6(a) of Ar-                   ticle III . . . . . . . • . . . . . . • . . • . • . . . . . . . . • . . . • . 194   Sec. 4. Payment to Company of moneys ( renllliclng after compliance            with provisions of supplemental indenture) received upon            release of all or substantially all of the gas properties­           conditions to be complied with:. . . . . . . . • . . . . . . . . . . . . . . 195            (a) Certified resolution authorizing application ...... , .. 195            (b) Certificates, instruments, opinions, prior lien bonds                and cash, described in Subdivisions (a) to (g), both                inclusive, of Section 4 of Article III ...•••...•..... 195   Sec. 5. Application of moneys held as proceeds of released property            to sinking fund payments. . . . . . . . . . • . . . . . . . . . . . . . . . . • 195   Sec. 6. Application by Trustee of moneys  held on account of judg­           ment liens or prior lien bonds. . . . . . . . . . . . . . . . • . . . . . . . . 196                                                   •  





 






                             ix                                                          PAGE         Payment to Company of moneys helu on account of judg­          ment liens or prior lien bonds:           (a) \Vhen instrument securing prior lien released or judg­              ment lien disclmrged-comhtions to be complied with: 196               (I) Certified resolution authorizing application... . . . 197               ( 2) Opinion of counsel as to instrument of rd<•asc                   or as to discharge of judgment lien............ 197           (b) When prior lien bonds deposited with Trustee or paid               or reduced or ascertained invalid-conditions to be               cumplicdwith:· ........................ ; ........ 197               ( 1) Certified resolution authorizing· application.. .. . 197               (2) Prior lien bonds or officers' certificate and opinion                   of counsel with respect to payment, etc........ . 197               ( J) Officers' certilkate with respect to prior lien                   bonds nmde the b.~sis of the npplication....... 198                                                                                  . ~:-          (c) When  all properties subject to prior lien and prior               lien bonds released from lien of lndmture--:-compli-:               ance with Sections 1, 2 or 4 o£ Article VIII. •·· • : • • '. 199 .-:i·         When prior lien bonds deemed paid •••••.•••••••••••••••• '199  Sec. 7. Payment to Company of n10neys deposited on account of           non-bondable property-conditions to be ~'Om plied with. • 199 .  Sec. 8. Application of moneys held as port of tntst estate (other           than moneys held on account of prior lien bonds or           judgntent liens) to purchase or redemption of bonds­          payntent by Company of interest. premiums, advertising           e.""<penscs with respect to Bonds purdmscd or redccmrd­          payment to Company by Trustee of e"cess of principal           amount over purchase price. . . . . .. . . . . . . . . . . . . . . . . . . . . . 200  See. (). Deposit of cash for payment or redentption of Bonds-not           part of trust estate-application of such cash to payment           or redemption • .. . . . . . . .. . .. . • .. • . . .. .. .. • . .. . . .. . . 202  Sec. 10. Investment and reinvestment of cash held by Trustee as            l'~rt of trust estate .......... ; •.. ·. . . .. . . . . . . . . .. . . . . 203  Sec. 1 I. (\•rtain powers of Company under this Article, with approval            of Tn1stee, mny be exercised by receiver, trustee in hank-..            ruptcy or assignee . . . . . . .. . . . . . • . . . . . . . . . .. . .. .. . . . . 204                           ARTICLE    IX                      REMF.DIF.S UPON DEFAULT  Sec. !. Dcfintiou of event of default. . . . . . . . . . • . .. . . . . . . . . . . . . . • 205          Acceleration nf maturity-waiver of default. . • . . . . . . . • . . . 207   See. 2. Trustee's right to enter and operatt!--<!.pplication of income .. 208   Sec. 3. Trustee's po)ver of sale .........................•.....• 209  





 






                                                        X                                                                                    PAGE                            Sec. 4. Judicial proceedings by Trustee to enforce payment, fore-                                    closure and sale of property. . . . • . • . . . • • • • • . • • . • • • • • • • • 210                           Sec. 5. Principal and interest of Bonds to become due in case of sale 211                            Sec. 6. Conditions of sale of property . . . . . . . . . . . . . . . . . . . . . • . . . . 211                            Sec. 7. Application of proceeds of sale ............•............ 212                            Sec. 8. Covenant to pay Trustee principal and interest in case of                                     certain defaults . • • • . • . • . . . . . • . • • . • . . • • • • • • • • • • • • • • • 213                                   Application of moneys received by Trustee .••..••..••••.• 214                            Sec. 9. Trustee entitled. to appointment of receivers ..•••.....••... 215                            Sec. 10. Waiver of appraisement, valuation, stay, extension and re-                                    demption laws . . . . . . . . . . • . . . . • . . . . . . . . • . . . . . . . . . . . . 215                            Sec. 11. Control of proceedings by a majority of Bondholders ..•..• 215                            Sec. 12. Conditions to suit by individual Bondholders •••••••••••••• 216                            Sec. 13. Original position of parties to be restored if proceedings · ...:                                      on default disco~nued ......_.  ....................... 21?:,,(~· .• _~.i:~  ..                            Sec.14. Trustee may act WJthout possesston of Bonds ••••••••••••• ~jiw_''~ .. ·..                            Sec. IS. Trnstee entitled to file proofs of Claim in receivership',' m:::._, .. _,.· .. '~·"·¥1' .. ~~·                                      solvency, bankruptcy, reorganization and other proceedings 217.::. :::;::";::.. ;;;  · ,,;; ..   t~~~-- :·"'  ....                      See.l6•  Delay or omission not a waiver ......................... 218 ·:, ··~.;;;;~_<.;:,.                           .Sec.l7. Definition of outstanding Bonds ...•  •••••••••••• • • • • • • • • • 218" · • •;:;.:-. ··                                                      ARTICLE X                                           EVIDENCE oF RIGHTS oF BoNDHOLDERS_                             Evidence of rights of Bondholders. . . • . . . . . • • • . • . . . . • . . • • • . . • . . . . 219                                                      ARTICLE XI                                     IMMUNITY OF INCORPORATORS, STOCKBOLDEUS, OFFICERS                                                     AND DIRECTORS      .                             Immunity of incorporators, stockholders, officers and directors. • • . • . 220                                                      ARTICLE XII                                              CoNSOLIDATION, MERGER AND SALE                              Sec. l. Consolidation, merger, sale or lease by Company permitted                                      under certain conditions .. . . • • . • . . . • . • • . . . • . . . . • . . . . 221                             Sec. 2. Substitution of successor corporation for Company-<:ondi­                                      tions imposed upon successor corporation. • • . . . . . . • • . . . 223                             Sec. 3. Extent to which properties of successor corporation shall be                                       subject to lien of this Indenture. • • • • .. . . .. .. .. .. • • • .. • 224  





 






                             xi                                                          PAGE                         ARTICLE   XIII                     CONCEilNING THE TRUSTEE  Sec. 1. Trustee not required to inquire as to performance, etc.­          compensation-acting through agency, etc.-liability­          sufficiency of evidence for issuance of Bonds, etc.­          further investigation-may advise with counsel-Trustee           under no duty with respect to recording, filing, etc. . . . . . . 225  Sec. 2. Action by Trustee-indemnity-notice to Bondholders. . . . . . 228  Sec. 3••  Notice by Trustee to Company; . . . . . . . . . . • . . . . . . . . . . . . . 229  Sec. 4. Interest on moneys with the Trustee. . . . . . . . . . . . . . . . • . . . . 229  Sec. 5. Resignation and removal of Trustee ..................... 229         Appointment of successor trustee ;md acceptance by successor           trustee-duties of outgoing trustee. . • • • . . . . . . . . . . . . . . . . 230  Sec. 6. Power of appointment of another corporation or one or more           persons to act as co-trustee or separate trustee. • . . . . . . . . 232  Sec. 7. Merger or consolidation of Trustee •••••••••••••..•• :. . • • 234          Issuance of Bonds authenticated by predecessor trustee. . • • • 234 · · ~~;;(s.~: :c;)~ ;~ .          Further authentication by suCcessor. . • • . . . . • • . . . . . . . . . . . 234  Sec. 8. <:onfiicting interests of the Trustee. • • • • • . • . • . . . . . . . • . . . . 235          Resignation . . • • • . • • • . • • • • • • . . • • • • •.•  . . . . • . • • • . . • • • . . • 235  Sec. 9. Limitations of Trustee as Creditor of Company. • . . . . • • . . . 235          Exceptions :            (1) Retention of payments, proceeds of sale, dividends ... 236            (2) Rea,lization on security prior to four months' period. 236            (3) Realization on security for claim within four months'                period . . . • . . . • . • • . . • . . . . . . . • . . . . . • • • . . . . • . . . . . 236            ( 4) Receipt of payment of claim against release of                security . . . • • . . . . . • . . . . . • . . • • . . • . . . • • . • . . . • • . . . 237          Substitution of property as security. . . . . . . . • . . . . . . . . . . . . . 237          Substitution of claim . . • . . • . . . • • • • . . • . . • . . . . • • . . . • • . • • . 237          Apportionment of funds and property in·special account be­           tween Trustee and bondholders. . . . . . . . . . . . . . . . . . . . . . . 237          Resignation of Trustee .....•.•.•.....................- 238          When Trustee need not account:             (1) Ownership or acquisition of securities under mort­               gage, etc., or of securities having maturity of one                year or more. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . 238             (2) Disbursements in the ordinary course of business .... 238            1             (3) Indebtedness for services, rent, goods or securities ... 238         I             ( 4) Ownership of securities in corporation organized                    l                 under Federal Reserve Act ..................•... 239                 '             (5) Acquisition, etc., of self-liquidating paper .......... 239           Meaning of "security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 I  





 






                             xii   Sec. 10. llondhnlders represented hy Trustee ..................... 239  Sec. 11. Right uf Trustee and agents to hold Bonds and COUJmUs and           dt~l with the Company. . . . . . . . . . . . . . . • • . . . . . . . . . . . . • 239  Sec. 12. Acc"Jltance of trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239                          ARTICLE   XIV                     SliPPLEliENTAL INDENTURES   Sec. l. Purposes for which supplemental indentures may be executed 239  Sec. 2. Trustee authorized to join in supplemental indentures ...... 241                           ARTICLE XV                .     Ml!ETI.Nt:S 01' BoMDIIOLDI!JIS . .         . .---- . .. :.- •..  Sec. 1. M~cations of Indenture may be_~ ai p4~ in ifi&-":' ~;-~~;;_\;.           Article .............. ~ • ..........•.: ....  ~._ ................... •. -24-2 ::.•.  ,...  .-.. :::· .. .  Sec. 2. Method of calling meetings of Bondholders-voting'" ••• • •• :242 -.~;- · .,.,.  Sec. 3 •.. Attendance at meetings •••••••••••••••••••• ; ;" r.. . . . . . 244 ·,:)> ···-'"  Sec. 4. Chairman and Secretary of meeting-inspectors of votes •.•• 246  Sec. 5. Qum unt adjournment of meetings. . • . • • . . • • • . • • . . • • . . • 246  Sec. 6. Modifications of Indenture permitted. . . . . . . . • . . . • . . . . . . . 247          Definition of affiliated corporation. . . . . . . . . . . . . . . . . . . . . . . 248  Sec. 7. Record of meeting-notice of adoption of resolution-ap­           proval by Company--assent of Trustee. . . . . • . . . . . • . . . . 249  Sec. 8. Endorsement on Bonds--new Bonds for exchange-supple-           mental indentures . . • . . . . . . . . • . • • • . . • • • . • • . . . • . .. • . • 250                           ARTICLE   XVI  .                             DEFEASANCE    Defeasance . .. . . . . . . . . .. . . .. .. . .. . .. . .. . . .. .. .. . .. . . . .. . . . . .. 251                           ARTICLE   XVII                      MISCELLANEOUS PROVISIONS    Sec. 1. Benefits restricted to parties and Bond and coupon holders. 252   Sec. 2. Cremation of canceled Bonds and coupons by Trustee ...... 252  





 






                                                      xiii                                                                                    PAGE                            Sec. 3. Illegality or invalidity of any provisions not to affect others 252                            Sec. 4. Date of actual execution indicated by acknowledgments. • • • . 253                            Sec. 5. In event publication of any notice is impossible, publication                                     in lieu thereof permitted with approval of Trustee ..•••••• 253                            Sec. 6. Regarding certificates or opinions of officers, engineers,                                     counsel or other persons. • • . . . • . . . . . . . • . . . . . . • . . . • • . . 253                            Sec. 7. Parties to include successors and assigns .............•.•.. 254                            Sec. 8. Execution in counterparts . • . . . . . . . . . . . . . . . . . . . . . • • . • • • 254                            TESTIMONIUM • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 254                            ExECUTION • • • • • • • • • • • • • • • • • • • • • • • • . • • • .. .. .. • • • . • • • • • • • • .. • 255                            COMPANY's AcKNOWLEDGMENT  • • .. • • • • • • • .. • • • .. • • • .. • • • • .. • • • 256                            TRUSTER's AcKNOWLitDGIIlENT .. • .. • .. • .. • • • .. .. • .. • • .. • .. .. • .. 257        '}.                  CnTDriCATE ov Goon FAITH .................................. 258       '#  ,..                       REcoRDING DATA • • • • • • • • • • .. • • • • • • • • .. • .. .. • .. • .. .. • • .. .. • • • 259                                                                                               .;: .......      A,;;:.~"::: ' '' ..   .. '·. . . .                                               .·~~}.'\   li;·Y~"'~.  





 






   JtUitnturt, dated as of the fi1•st day of July In the year one  thousand nine hundred thirty-nine (1939) made by and between   THE KANSAS POWER  AND LIGHT CO!Ul'ANY, a corporation organ·  !zed and existing under the laws of the State of Kansas (here­  inafter called the "Company"), party of the first part, and  HA!llliS TRUST AND SAVINGS DANK, a corporation organized and   existing under the laws of the State of Illinois (hereinafter   called the "Trustee"), as Trustee, party of the second pa1•t;      WHEREAS, the Company deems it necesBilry from time to time   to borrow money for its corporate purposes and to issue its Bonds   therefor, and to mortgage and pledge its property hereinafter   described to secure the payment of the Bonds, and to that end   hu authorized the issue of its Bonds, from time to time, not   limited in aggregate principal amount except as otherwise herein­  after provided, to be issued in one or more series, the Bonds-of·.   each series to be issuable originally either as coupon Bonds reg·   isterable as to principal, with interest coupons atta!!hed,, or as   registered Bonds without coupons, or both, all such Bonds to be   authenticated by the certificate of the Trustee, which Bonds,   coupons and Trustee's certificate are to be substantially in the   forms following, respectively-with such appropriate insertions,   omissions and variations in respect to the form and terms of such   Bonds and coupons as may be authorized from time to time by the   Board of Directors to express the terms and conditions upon   which the Bonds are issued as required or permitted by this   Indenture:                [GENERAL FORM OF COUPON BOND]        THE KANSAS POWER AND LIGHT COMPANY       (Incorporated under the laws of the State of Kansas)      FmsT MORTGAGE BOND, .• , % SERIES DUFJ ............. , ... .   No ............... .                         $ ........ .      THE KANSAS  POWER AND LIGHT COMPANY, a corporation or·   ganized and existing under the laws of the State of Kansns (here·  





 






lnafter called the "Company", which term shall Include any n.c·  cessor corporation as defined in the Indenture hereinafter refer­ red to), for value received, hereby promises to pay to the bearer  or, if this Bond be registered, to the registered owner hereof,  on the ........... • da.y of ............... , ........ , the sum of  ................. ~ .................................... dollars  In any coin or currency of the United States of America which  at the time of payment is. legal tender for public and private  debts, and to pay interest thereon In like coin or currency from  the • • • • dQ' of ............ , .... , at the rate of . . . . per cent.   ( •• %) per annum, payable semi-annually, on the •••..•• days  ot • • • • • • • .. • • • • and . . . . . . . . . . . . in each year until maturity,  or, if the Company shall default In the payment of the~  hereof, untll the Company's obligation with respect to the pa;y·  ment of mch principal shall be discharged 811 provided In the ,i£L."i:,'if · :-~.-·_~?"".•.  Indenture hereinafter mentioned, but only, In case of Interest. ciue ''  '~:f'· -.,,;:- on or before maturity, according to the tenor and upon presenta· -- tion and IIUl'l'ender of the respective coupons therefor hereto at­ tached 811 they severally mature. Both principal of, and Interest  on, this Bond are payable at .................... .     This Bond is one of a duly authorized issue of Bonds of the  Company  {herem called the "Bonds"), in unlimited aggregate  principal amount, of the series hereinafter specified, all issued  and  to be issued under and equally secured by a mortgage  and deed of trust (herein called the "Indenture"), dated Jul7  1, 1939, executed by. the Company to Harris Trust and Savinga  Bank  (herein called the "Trustee"), as Trustee, to which In·  denture and all indentures supplemental thereto reference is  hereby made for a description of the· properties mortgaged and  pledged, the nature and extent of the security, the rights of the  bearers or registered owners of the Bonds and of the Trustee in  respect thereto,- and the terms and conditions upon which the  Bonds are, and are to be, secured. The Bonds may be issued In  series, for various principal sums, may mature at different timee,  may bear interest at different ratee and may otherwise vary 811 ill  the Indenture provided. This Bond is one of a. series designated  





 






                           3   ms the "Finnt Mortgage Bonds, •••• % Series due •••••••••••. "  of the Company, issued under and secved by the Indenture and  described ..........•...............•....•....     To the extent permitted by, and as provided in, the Indenture,  modifications or alterations of the Indenture, or of any in·  denture supplemental thereto, and of the rights and obliga·  tiona of the Company and of the holders of the Bonds and eoupons   may be made with the consent of the Company by an aftlrmative   vote of not le1111 than 80% in amount of the Bonds entitled to   vote then outstanding, at a meeting of Bondholders called and   held ms provided in the Indenture, and by an aftlrmative vote of   not le1111 than 80% in amount of the Bonds of any series entitled   to vote then outstanding and affected by mch modi1lcation 01'   alteration, in case one 01' more but leu than all of the llll!1'ielll of   Bonds then outstanding under the Indenture are 1110 affected;'  provided, however, that no mch modi1lcation or alteration Blu!l1   be mac1e_,'!!Jlch wm affect the terms of payment of the prindpel   ot, or interest on, this Bond.     In cmse an event of default, ms defl.ned in the Indenture, Blu!l1   occur, the principal of all the Bonds at any mch time outstand·   ing under the Indenture may be declared or may become due   and payable, upon the conditions and in the manner and with   the etfect provided in the Indenture. The Indenture provides   that such declaration may in certain events be waived by the   holders of a majority in principal amount of the Bonds out-  standing.                    .      This Bond is transfersble by delivery except while registered   ms to principal. This Bond may, from time to time, be registered   as to principal in the name of the owner on books of the Company   to be kept for that purpose at the agency of the Company in   ••.•••..•••••.•••• , and such registration shall be noted hereon,   after which no transfer hereof shall be valid unless made on said   books by the registered owner hereof in person or by duly author·   imed attorney, and Bimilarly noted hereon; but this Bond may be   d!scharged from registration by being in like manner transferred  





 






to bearer, and thereupon transferability by delivery ahall be  restored; and this Bond may again, from time to time, be regis·  tered or discharged from registration in the same manner. Such  registration, however, shall not affect the negotiability of the  coupons hereto appertaining, which shall always be payable to  bearer and tranaferable by delivery, and payment to the bearer  thereof ahall fully discharge the Company in respect of the inter­ est therein mentioned, whether or not this Bond at the time be  registered.     No recourse shall be had for the payment of the principal of,  or the interest on, this Bond, or for any claim baaed hereon or  on the Indenture or any indenture supplemental thereto, against  any incorporator, or against any stockholder, director or officer,  past, present, or future, of the Company, or of any predecellll!ll'  or successor corporation, as such, either directly or through the : ·~;~:. .~.  :· 't-~1t.;·   Company  or any such predecessor or succesaor corporation,  whether by virtue of any constitution, statute or rule of law, or by  the enforcement of any assessment or penalty or otherwise, all  ouch liability, whether at common law, in equity, by any constitu-  tion, statute or otherwise, of incorporators, stockholders, directors   or officers being released by every bearer or registered owner here-  of by the acceptance of this Bond and as part of the consideration  for the issue hereof, and being likewise released by the terms of   the Indenture.     Neither this Bond, nor any of the coupons for interest thereon,   shall be entitled to any beneftt under· the Indenture or any inden·   ture supplemental thereto, or become valid or obligatory for any   purpose, until Harris Trust and Savings Bank, the Trustee under   the Indenture, or a successor trustee thereto under the Indenture,.   ahall have signed the form of certificate endorsed hereon.       IN WITNESS WHElBEOF, The Kansas Power and Light Company   has caused this Bond to be signed in its name by its President or a   Vice President, and its corporate seal (or a facsimile thereof) to   be hereto afll.xed and attested by its Secretary or an Assistant   Secretary, and interest coupons bearing the facsimile signature  





 






of its Treasu.rer to be attached hereto, 1111 of the ••••..•.•..•••  day of •••••••••••••••••••• , ............ .                      TRill KANBAS POWllllt AND LmBT CoMPANY,                             Dy ............................ .                                           Vice President.  Attest:    .................. ,• ............ ..                :·:.                                                      '.t~i~'~;~~~,,;,~_                    [GENIIIIUL li'OIIM 011' COtlPON]   No••••••••••                                   •••••••••                 .                              •                  '., -              .... % Series due ...............•      On the .... day of ...........,  .... , unless the Bond herein   mentioned shall have been duly called. for. previous redemption   and payment thereof duly. provided for The KanBIUI. Power and   Light Company will pay to bearer, on surrender of this coupon,   at .......................... , ........................... .   dollars in any coin or currency of the United States of America   which at the time of payment is legal tender for public and private .   debts, being six months' interest then payable on its First Mort-  gage Bond, .... % Series due ................ , No ......... ..                             . . ..  .. .  . .. . . .  ..  .. . .  . .. .  ..  . . . . . . .                                               Treamrer.  





 






    [OIIINEilAL li'O!Illi 011' REOJBTlliUD BOND WITBOU'r OOUl'ONB)       THE   KANSAS   POWER   AND  LIGHT  COMPANY      (Incorporated under the laws of the Sta.te of Kan!lll.ll)      FIIIST lifORTGAOlll BoND,_ .. % SEllll!lll DUIII ......... 0 ••••••  No••••••••••                                                '· • 0 ••••••      THE AAN!WI POWIIIR AND LIOB'l' CoMPANY, a corporation or·  ganized and exillting under the laws of the Sta.te of Kan!lll.ll (here­ inafter called the "Company", which term shall include any  mccessor corporation u defined in the Indenture hereinafter : _'  referred to), for value received, hereby promises to p111 .to~·o:-J~,i·-~ _ ~--<4i  • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • or .."""" ~...... ..  ...._.......,.  ~ .•Ef:·~  ~ ...,~~1<'.~~~- · -·· ..,.@>.,. <=:·.  ~--·~ 'f  aaalgD.s, on th.e ........ day of ..............••........,  the :• ..... : ·····-::::-r  ~:fu~it~ "eita~ ·~i ~~~a~~': a~th'%:~t~=~              .• .  ·;::~.~-.:.  - legal tender for publlc and private debts, and to pay interest  thereon in llke coin or currency from ••••••••••••• at the rate of (  ........ per cent. ( ... %) per annum, payable semi-annually, on  the . . . . . . . . days of . . . . . . . . . . . . . . and . . . . . . . . . . . . . . in etLch  year until maturity, or, if the Company shall default in the pay·  ment of the principal hereof, until the Company'a obligation with  respect to the payment of mch principal shall be discharged llll  provided in the Indenture hereinafter mentioned. · Both principal  of, and interest on, this Bond ilre payable at •.•••••••••.•.••.•     This Bond is one of a duly authorized iBSue of Bonds of the  Company  (herein called the ''Bonds"), in unlimited aggregate  principal amount, of the series hereinafter speclfl.ed, all issued  and to be ismed under and equally secured by 111 mortgage and  deed of trust (herein called the "Indenture"), dated July 1,  1939, executed by the Company to Harris Trust and Savings   Bank  (herein called the "Trustee") 1 aa Trustee, to which Inden­ ture and all indentures supplemental thereto reference is hereby  made for a deecription of the properties mortgaged and pledged,  the nature and extent of the security, the righte of the bearers or  





 






 l'ejlistered owners of the Bonds and of the Trwltee in reapect   thereto, and the terms and conditions upon which the Bonds are,   and IU'e to be, secured. The Bonds may be issued in aeries, for   various principal sums, may mature at different times, may beiU'   interest at different rates and may otherwise vary u in the Inden­  ture provided. This Bond is one of a series designated as the   "First Mortgage Bonds, .•.• % Series due ..•... " of the Com·   pany,..................... issued under and  seeured. by the Indenture and .described     To  the extent permitted by, and as provided iu, the Inden·   ture, mod11leations or alterations of the Indenture, or of any in­  denture supplemental thereto, and of the rights and obllgationa   of the Company and of the holders of the Bonds and coupona   may be made with the consent of the Company by an alllrmatmt,;.   vote of not less than 80% in amount of the Bonds entitled to vote "   then o~tstanding, at a meeting of Bondholders called and held u   provided in the Indenture, and by an a.flirmative vote of not lea ·  · than ·so% in amount of the Bonds of any series entitled to vote   then outstanding and aifeeted by such modification or alteration,   in cue one or more but less than all of the series of Bonds then   outstanding under the ·Indenture are so aifeeted; provided, how·   ever, that no such modification or alteration shall be made which   will o.ft'ect the terms of payment of the principal of, or interest   on, this Bond.      In case an event of default, as deftned in the Indenture, shall   occur, the principal. of all the Bonds at.any such time outatand·   ing under the Indenture may be declared or may become due and   payable, upon the conditions and in the manner and with the   effect provided in the Indenture. The Indenture provides that   such declaration may in certain events be waived by the holders   of a majority in principal amount of the Bonds outstanding.      This Bond is transferable by the registered owner hereof, in   person or by duly authorized attorney, on the books of the Com·   pany to be kept for that purpose at ......................... ,   upon surrender and cancellntion of this Bond and on preeenta·   tion of 11 duly executed written instrument of tranefer, and  





 






                        8   thereupon a new registered Bond or Bonds without coupoM of  the same series, of the same aggregate principal amount and  in authorized denominations will be iBIIned to the transferee or  transferees in exchange herefor; and this Bond, with or without  others of like form and series, may in like manner be exchanged  for one or more new registered Bonde of the same series of other  authorized denominations but of the same aggregate principal  amount; or the registered owner of· thiil Bond, at his optio!J,  may in like manner surrender the ·same for cancellation in  exchange for the same aggregate principal amount of coupon  Bonds of the same series and in ·authorized denominations, with  coupons attached maturing on and after the next eMUing interest  date; all upon payment of the charges and subject to the ternuJ                                                           ,~,__  and conditions set forth·in the Indentare.     ,;,·,,_ '"'···~·-···''··"·.    No recourse Bhnll be had for the payment of the princlpa.fof; c·~:f'; ~·&It'J' .:  or the interest on, this Bond, or for any claim based hereon or •'W'l'·                                                           ~ "•!r'  on the Indenture or any indenture supplemental thereto, against .i'\~·:  any incorporator, or against any stockholder, director or ofll.cer, ' '  past, present or future, of the Company, or of any predecessor  or succes11or corporation, as such, either directly or through the  Company or 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, whether at common law, in equity, by any constitu·  tion, statute or otherwise, of incorporators, stockholders, direc- tors or officers being released by every owner hereof by the accep- tance of this Bond ·and llS part of the consideration for the issue  hereof, and being likewise released by the terms of the Indenture.    This Bond shall not be entitled to any beneftt under the  Indenture or any indenture supplemental thereto, or become valid  or obligatory for any purpose, until Harris Trust and Savlngn  Bank, the Trustee under the Indenture, or a successor trustee  thereto under the Indenture, shall have signed the form of cer­ tificate endorsed hereon.      IN WITNESS WHER!llOF, The Kansas Power and Light Company  has caused this Bond to be signed in its name by its President or  





 






                      a Vice Premdent, rmd ita corporate seal (or a facsimile'thereof)                        to be hereto afftxed and attested by its Secretary or rm Assis•.ant                        Secretary.                         Dated . ....................... .                                                By . ............ • ..... • .... • .... .                                                              Vice President.                        Attest:                                                                        ..       .                   • ••••••••••• 0 • " ••••••••••••      - iio.-                                     Aaristant 8601'6targ•                                     •      ' " .:_~,4, , _;-;·.I • ·: . ~-- . ·~: -~~'/,'                                                    ....  ,~ra~~~~;~~~~~.:      ;:--..,-                          This Bond Is one of the Bonds (in temporary form), of the                        series designated therein, described in the within-mentioned In·                        denture and Supplemental Indenture of ••••••.••••••••..•..••                                          HARRIS TRUST AND SAVINGS BANX,                                                                   Tf'Uiltee,                                               By •....•.....•..................                        ; and                           WBEBEAS, the holders of the stock of the Company entitled                        to vote thereon, and the Board of Directors of the Company, at                        meetings therecf respectively duly convened and held, have duly                        authorized the execution and delivery of this Indenture to secure                        the Bonde to be issued hereunder; and                            WBEBEAB, all the requirements of law and the by-laws and                        articles of incorporation of the Company have been fully com·  





 






                                                   10                           plied with and all other acts and things necessary to make this                          Indenture a valid, binding and legal instrument for the security                          of the Bonds, have been done and performed;                              Now, THIW!IFORJII, THIS lNDENTUlllll Wl'rNESBIII'l'B::                             That The Kansas Power and Light Compii.Dy, in consideration                          of the premises. II.Dd of . the mutual covenii.Dts herein contained                          and of the purchBBe II.Dd acceptance of the Bonds by the holders                          thereof and of the sum of One Dolla.r to it duly paid by the                          Trustee at or before the ensealing and delivery of these presents,                          and  for other valuable considerations, the receipt whereof is                          hereby acknowledged, and in order to secure the payment of the                          principal of and interest (II.Dd premium, if II.Dy) on all Bonds                          at any time issued and outstanding under this Indenture, ·  .. ·.;                          ing to their tenor II.Dd effect, and the pel'formii.Dce and oba:ervane~ ~~~':::~                          of all the covenants and conditioiiB in the Bonds and herein                          tained, and to declare the terms and conditiOIIB upon and BUb- ·.                           ject to which the Bonds are, and are to be, isiiUed and secured,                          hOB executed and delivered this Indenture and hiLS granted, bar­ !                           gained, sold, wa.rranted, aliened, remised, released, conveyed,                           BBsigned, transferred, mortgaged, pledged, set over and confirmed,                           and by these presents does grant, bargain, sell, warrant, alien,                           remise, rele&Be, convey, BBsign, transfer, mortgage, pledge, set                           over·and confirm unto Ha.rriB Trust and Savings Bank, as Trllll-                          tee, and to its BUccessors and ILBsignB forever, all and singular                           the following described properties-that iB to say:                                                    FmST.                               ALL and singular the lands, real estate, chattels real, esa.                           menta, servitudes and leasehold and other interests in real estate                           which the Company now owns or, subject to the provisions of                           Article XII, may hereafter acquire, including, among other                           things, the following property located in the State of Kansas                           (but reference to, or enumeration of, any particular kinds, claeses                           or items of property shall not be deemed to exclude from the Opel!'- 





 






                                                        11                              atlon and effect of tbis Indenture uy kind, cliWI or item not 1110                             referred to or enumerated, except as hereinafter expresaly pro­                            vided):                                              PARCELS OF REAL ESTATE.                                The following described parcels of real estate, all of which are located                             in the State of Kansas in the respective counties hereinafter apecilied:  '                                                ATCHISON     COUNTY.                                1. Atchison Power Plllnt Situ: The North One Hundred Thirty ~130)                             feet of Lots numbered Twelve (12), Thirteen (13), Fourteen (14), Fifteen                             (15), Sixteen (16), Seventeen (17), Eil!hteen (18), Nineteen (19},                             Twenty (20) and Twenty-one (21) in BloCk Twenty-three (Z3) In X... C.                             Challis Addition to the City of Atchison, u shown by the recorded plat        ''t~                             thereof.                                                    .                                                                                .··     +;:;i::'                               2.  Spray J'ontl and SBroice Building Si11: lob Thirteen (13);:"•       .,..  ,,~1.                             Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17) and Eighk<!D                             (18) and 1.otS Twenty-three~23 , Twenty-four (24}, Twenty-live (25),                           .. Twenty-six (26), Twenty-seven 27) and Twenty:.eight (28}, all in Block                             Twenty-two (22), in L. C.   is Addition to the City of Atchison, u                             shown by the recorded plat thereof.                                3. TYansmis.rion Tower Sit•: A portion of Block Thirty {30) in the                             City of Atchison, commonly known and designated as Old Atchison; be­                            ginning at a point Seventy-five (75) feet South and Forty-nine (49) feet                             East of the intersection of the Center line of Utah Street with the East                             property line of Second Street, thence in a. Northeasterly direction to a                             point Three ( 3) feet South of the North line of Lot One ( 1) in said Block                             Thirty (30), (Said Northeasterly line nmDinc to a point Sixty-eight (68)                             feet East ot the intersection of the center line of Utah Street with the East                             property line of Second Street), thence. East ll8f8]lel with the .North line                             of said Lot One (I) to the West bank of the Missouri River, thence South­                            westerly along the W eat bank of the Missouri River to a point in said                             West bank Seventy-five (75) feet South if measured at ~ht angles ~ere­                            to, to the center line of Utah Street, thence West to the potnt of beginning,                             ~ether with the right to enter upon a atrip of land three (3) feet in width                             lymg immediately Rorth of and adjacent to the real e.o<tate hereinbefore                             described for the purpose of maintaining and repairing all structures lo­                            cated upon said real estate.                                4. Other Re<ll Estate: The following tracts of land:                                (a) Part of the Southeast Quarter (SE~) of Section One (1) in                             Township .Six (6) of R:mge Twenty (20) which is bounded u follows:                             Commencing at a point Nine Hundred (900) feet North of the Southwest  





 






                                                             12                                   comer of said quarter section, thence running North Five Hundred Sev­                                 enty-seven ( 577) feet; thence East Eil:ht Hundred Twenty-four (824}                                  feet; thence South Twenty-nine (29) degrees and Thirty-five (35) min·                                  utes West on the West line of the public road Six Hundred (600) feet;                                  thence West Five Hundred (500) feet to the place of beginning, compris­                                 ing Eight and Eighty-two Hundredths (8.82) acres, IIJOre or less.                                     (b) That part of said Southeast Quarter (SE'A,) of Section One (1)                                  in Township Six (6), of Range Twenty (20), which IS bounded as follows:                                  Commencing Fourteen Hundred Seventy-seven (1477) feet North of the  _____________ so(;u;;'t"ih::wnes!"tT.cfio2'm~e".ir,.:o~fSllid_quarter  section, mnning-thence North Eight-and------­                                4one-half (8~) feet; thence East Eight Hundred Forty-six (846) feet to                                  the public road; thence Southwest with the West line of the public road                                  to a point which is East of the point of beginning; thence West to the                                  point of beginning.                                     ExCI!PTING and excluding, however, from the above said lands the fol.. :. _;·. ·                                  lowing tract: Commencing at a point Nine Hundred Four f904) feet. N~. ·;;•r;:" : ::                                  ~f the Southw.est comer !>f ~e Southeast Quarter (SE~) "f th~a&ld sei>.. ~'f~'i;~:_,f£l''                                   tion One (1) In Township SOt (6) of Range Twenty (20), rumung tlleJJoCe.~''"'~"-'·'' .. '" ·                                  East Three Hundred Two (302) feet; thence North Ten (10) feet; thE!ilce ;:,., : · · ·                                  East Two  Hundred Three and One-half (203~)  feet; thence South    ··                                  Twenty-nine (29) degrees and Thirty-live (35) minutes West ·Sixteeo                                  (16) feet; thence West Five Hundred (500) feet; thence North Four                                  ( 4) feet to the beginning.                                     (c) That part of the Southwest Quarter (SW~) of Section One (1),                                  in Township Six (6), of Range Twenty (20), which part is bounded as                                  follows: Commencing at a point Four Hundred Seventy-five ( 475) feet                                  North of the Southeast comer of said Southwest Quarter (SW~) section,                                  running thence North Eight Hundred Five (805) feet; thence West Two                                  Hundred  Thirty~seven (237) feet; thence South Eight Hundred Five                                  (805) feet, thence East Two Hundred Thirty-seven (237) feet to the                                  beginning, comprising Four and Thirty-eight One-hundredths ( 4.38)                                  acres, more or less.                                     SUBJECT, however, to right of way reserved by August Haeglin and                                  Mary  Haeglin, for the laying of water and gas pipes over the above                                  described lands to their dwelling house located South of the said lands.                                     (d)  That part of the Northwest Quarter (NW~) of Section Two                                   (2) in Township number Six (6) of Range number Twenty (20) begin·                                  ning at a point Seventeen (17) chains and Ten (10) links :!i:ast of the                                   Northwest comer of said quarter; running thence Southeasterly in center                                  of public road known as Parallel Road, same being Sixty-six (66) feet                                  wide, to East Line of said quarter; North to Northeast comer thereof;                                  thence West to beginning; Forty-five (45) acres, more or less, including                                  therein a strip Thirty-three (33) feet wide along the entire West and                                   Southerly line thereof, being East Half (E~) of Parallel Road.  





 






                                      101            point of connection with Northern Natural Gas Company's 24-inch gas           transmission line in the Southeast corner of  the Northeast Quarter of           Section 1, Township 35 South, l~ange 25 West, Qark County, Kansas,           and extending therefrom in a Northwesterly direction to the Englewood           Town  Bonier Station, located in the Northwest Quarter of the Northeast           Quarter of said Section 1.              Line 107. Gasoli11c Li11c-Estractio11 Plant to Loading Rack. A cer­          tain 2-inch steel pipe gasoline transmission line 4.5 miles in length, described           as conmtencing at. the McPherson Gasoline Plant, located in the Southenst '           Quarter of the Southwest Quarter of Section 29, Township 18 South,           Range 2 West, McPherson County, Kansas, and extending thence south­          wardly to the loading rack, located in the Southeast corner of  the North­          east Quarter of Section 19, Township 19 South, Range 2 West, in Mc­          Pherson County, Kansas.               Line 108. 2-iflch W atcr Line. A certain 2-inch galvanized pipe water       .;--··           line beginning at the McPherson gasoline extraction plant located in the      :.~·. .,:.   ...      Southwest Quarter of Section 29, Township 18 South, Range 2 West•.            running thence East between Sections 29 and 32, to the half section line, ·"I•.  · · :)~           thence South approximately 1,000 feet; thence running in a Southensterly           direction through Sections 32 and 33 in Township 18 South, Range 2           West, to the center .of ·the N orthe:!St Quarter of Section 4, Township 19     ,;           South, Range 2 West; length approximately 10,500 feet, aU in McPherson           County, Kansas.              Line 109. Mahaska-Narka Branch Line. A certain 2-inch steel pipe           gas transmission line approximately 11.25 miles in length described as           commencing at a point of connection with Line 1 in the Northeast Quarter            of Section 3, Township 2 South, Range 2 West, extending thence in a            north"ltsterly direction through Sections 3 and 2 of Township 2 South,            Range 2 West, through Sections 35, 36 and 25 of Township 1 South, Range            2 West, through Sections 30, 29, 20, 21 to the town border station of the            City of Narka, located in the Northeast corner of Lot 1, l31ock 1, City of            Narka, continuing thence in a westerly direction through Sections 16, 15,            14, 13 of Township 1 South, Range 1 West to a point near the center of            the east line of said Section 13, all in Republic County; continuing thence            west and north"ltsterly through Sections 18 and 7 of Township 1 South,            Range 1 East to the town border station of City of Mahaska, located on a            tract of land in the Northeast quarter of said Section 7 described as be­           ginning at a point 1,080 feet south and 1,490 feet west of the Northeast            corner of the Northeast Quarter of Section 7; thence nnming west parallel            with the north line of Section 7 a distance of 30 feet, thence South 25            feet, East 30 feet, and North 25 feet to the place of beginning, all in            Washington County, Kansas.                                   ·                                 TELEPHONE     LINES.               A certain telephone system approximately 253 miles in leng-th described            as commencing at the comprcs'inr station of NorthC'rn Natural Gas Com­           pany located in the Southeast Quarter of s,•ction 7, Township 6 South,  





 






                            102   Range 2 East, Oay County, Kansas, and extending thca1ce Westwardly  and Southwardly upon the poles of The Kansas Power Company a dis­ tance of 10.7 miles more or less to the City of Morganville in said County;  continuing thence Southeastwardly to the power plant of The Kansas  Power and Light Company near Clay Center in said County; continuing  thence Southwardly to the office of said last mentioned company in the  City of Abilene, Dickinson County, Kansas; continuing thence South and  West to the office of said Company in the City of Salina, Saline County,  Kansas; continuing thence Southwardly through the City of Lindsborg,  McPherson County, Kansas to the office of Company· in the City of Mc­ Pherson in McPherson County, Kansas; continuing theuce Westwardly  and Southwardly through the Towu of Iriman in said County and throu~,:h  the City of Hutchinson, Reno County, Kansas, Southwestwardly to a  point where the right of way of The Chicago, Rock Island and Pacific  Railway Company intersects the West line of Section 24, Township 25  South, Range 9 West in Reno County, Kansas, a distance of approxi­ mately 168 miles all of which said line is located upon the poles of The  Kansas Power and Light Company excepting 2~ miles located in Sections  4 and 9, Township 23 South, Range 5 West in Reno County, Kansas,·. ._:,;... -,  ·  continuing thence Southwardly and westwardly through the Towns o( ·  Calista and Nashville in Kingman County, Kansas, to its terminus at the  "Medicine Lodge Gasoline Plant" located in the Northeast Quarter of  Section 13, Township 32 South, Range 12 West·in Barber County, Kansas,  together with lateral lines serving the compressor station, at· or ·near the  City of McPherson, McPherson County, Kansas; the compressor station at  or near the Town of Calista, Kingman County, Kansas; and a line extend- ing Eastwardly and Northwardly from Nashville, Kingman County,  Kansas, approximately 2 miles; comprising in all approximately 7~.3 miles.  together with the poles; and a line approximately six ( 6) miles in length,  commencing at the Watchorn substation in the Southeast quarter of Sec- tion 5, Township 22 South, Range 4 East. Marion County. Kansas, and  extending west into. the City of Peabody, Marion County, Kansas.                              THIRD.       ALSO all franchises nnd nil permits, ordinances, easements,   privileges, immunities nnd licenses, all rights to construct, main­  tain nnd operate overhead, snrfnce and underground systems for   the distribution and transmission of electricity or stenm for the   supply to itself or others of light, hent, cold or power or nny other   purpose whatsoever, all rights-of-way, all waters, water rights   and 1lowage rights and all grants and consents, now owned by the   Company or, subject to the provisions of Article XII, which it may   hereafter acquire.  





 






                          103      ALSO all inventions, patent rights and licenses of every kind  now ownetl by the Company or, subject to the provisions of  Article XII, which it may hereafter acquire.                          FOURTH.      ALSo, subject to the provisions of Article XII, nil other prop­ erty, real, personal and mixed (except ns herein expressly ex·  cepted) of every nature and kind and wheresoever situated now  or hereafter possessed by or belonging to the Company, or to  which it is now, or may at any time hereafter be, in any manner  entitled at law or in equity.                           FIFTH.      ALso any and nil property of any kind or description which  may from time to time after the date of this Indenture by delivery  or by writing of any kind be conveyed, mortgaged, pledged, as· .  signed or transferred to the Trustee by the Company or by any  person, copartnership or corporation, with the consent of the  Company or otherwise, and accepted by the Trustee, to be held as  part of the mortgaged property; and the Trustee is hereby author·  ized to accept and receive any such property and any such con·  veyance, mortgage, pledge, assignment and transfer, as nnd for  additional secul'ity hereunder, and to bold and. apply any nnd nil  such property subject to and in accordance with the terms and  provisions upon which such conveyance, mortgage, pledge, assign·  ment or transfer shall be made.                           SIXTH.      TOGIIITHER with all and singular the tenements, hereditaments   and appurtenances belonging or in anywise appertaining to the   aforesaid property or any part thereof; with the reversion and   reversions, remainder and remainders, tolls, rents, revenues,   issues, income, products and profits thereof, and all the estate,   right, title, interest and claim whatsoever, at law as well as in  





 






                                               104                        equity, which the Company now hns or may herenfter acquire in                       nntl to the nforesnid property null franchises nnd every part nnd                       parcel thereof.                           EXPRESSLY lllXCIIll'TING AND EXCLUDING, IIOWE\'Eil, from this                       Indenture and from the lien and operation hereof:                              (a) All bills, notes nnd accounts receivable, cnsh on hand                           or in bank, contracts, operating agreements. nnd choses in                           action, not speciflcnlly nssigned to or pledged with the Trus·                           tee or required to be, nnd existing lenses in which the Com­                          pany is lessor nnd lenses hereafter mnde of portions of the                           mortgngcd property in which the Compnny is lessor;                              (b) AU shares of stock nnd other certificates or evidences                ,!.:'-'··:. ~- of interest therein, nnd nil bonds, notes nnd other evidences-'~~··'·'                           of indebtedneBB or certificates of interCflt therein nnd other -.·                           securities now owned or hereafter ncqnired or posseSBed by                           the COnipnny (except securities or obli~ntions required to be  ,, .. ,_­                pledged by the terms of tllis Indenture) ;  -'r'"" •.                              (c) All materials, merchandise, npplinnccs nnd supplies    I,                           ncquired for· the purposes of rcsn le or lensing to its customers                           in the ordinary course and conduct of the business of the                           Compnny, and nil mntcrinls nud supplies held for consump­                          tion in operntion or held in ndvnncc of use thereof for ful:ed                           cnpitnl purposes;                               (d) All electric energy, ~ns, wntcr nnd other materials or                           products ~cncrnt.ed, mnnnfnctnrcd, produced or purchased                           by the Compnny for sult• oJ• distribution in the ordinnry course                           and conduct of its lmsincss; nnd                              (e) All property now owned or hereafter ncquired by the                           Company, used in the operntion of its bus business or its ice                           business.                           AND  FURTH!IlE lllXl'RIIlSSLY EXC!IlPTING AND EXCLUDING from this                        Indenture and from the lieu nnd operation thereof, nll property.    ' -- 





 






                                             105                      permits and franchises of nny other corporation of whntcYcr char·                     acter, sharcs_of stock or securities whereof, or obligations secured                     by lien upon the properties and franchises whereof, mny be now                     owned or hereafter acquired or possessed by the Company, not·                     withstanding the fact that the Company may own or hereafter                     acquire nil or substantially all of the shares of stock or other                     securities issued by, or secured by lien upon property of, any snell                     corporation, or that nny such corporation may be incorporated                      or organized nt the instance of or·for the· account of the Com·                      pnny, or that all or any part of the shares of stock or other secnri·                      ties of such corporation may be subjected to the lien hereof by                      the Company.                                                                                             ·.·                        To HAVlll  AND TO HOLD all said properties, renl, personal and      "\"t;:   ·~ ..              mixed, mortgnged, pledged and conveyed by the Company lUI:;:,  ·~                                                                              >::~:... .::<·~1?~~~-~lt-                      aforesaid, or intended so to be, unto the Trustee nnd its snccessol'!i ·                      and assigns forever;                         SunJmCT, HOWEVER, to the exceptions and reservations and                      matters hereinabove recited, to existing lenses other than lenses                      which by their terms are subordinate to the lien of this Indenture,                      to existing liens upon rights-of-way for transmission or distribn·                      tion line purposes, as hereinafter in Article I defined, and any ex­                     tensions thereof, and subject to existing easements for streets,                      alleys, highways, rights-of-way and railroad purposes oYer, upon                      and across certain of the property hereinbefore described, and                      subject also to all the terms, conditions, agreements, coYenants,                      exceptions and reserYntions expressed or provided in the deeds or                      other instruments respectiYely under and by Yirtue of which the                      Company  now owns or may hereafter acquire any property Sub­                     ject to the lien hereof, and to undetermined liens and charges, if                      any, incidental to construction or other existing permitted liens                      ns hereinafter defined in Article I;                          IN TRUST, NEVERTHELESS, upon the terms and trusts herein set                      forth, for the equal and proportionate benefit and security of all                      present and future holders of the Bonds and coupons issu·ed and  





 






                          106   to be issued hereunder, or any of them, without preference of any  of said Bonds and coupons of any pnrticular series over the  Bonds nnd coupons of any other series, by reason of priority in  the time of the issue, sale or negotiation thereof, or by reason of  the purpose of issue or otherwise howsoever, except as otherwise  provided in Section 2 of Article IV.      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 inter­ est (and premium, if any) to become due in respect thereof at   the times and in the manner stipulated therein and herein, and  shall keep, perform and observe all and singular the covenants   and promises in the Bonds and coupons and in thie Indenture .   expreasetl IIIII to be kept, performed and observed by 01' Oa.the #;~;,2., ::'~?<.:•   part of the Company, then this Indenture and the estate ·amf'' :·-··   rights hereby granted shall cease, determine and be void, other-  wise to remain in full force and eft'ect;      AND  IT JS HEREBY COVENANTED, DECLABED AND AGilEED, by and   I   between the parties hereto, that all the Bonds and coupons are   to be issued,· iuitlilmticated and deiivered, and that· all the trust   estate is to be held and applied subject to the further covenants,   conditions, uses and trusts hereinafter set forth; and the Com·   pany, for itself and its successors, does hereby covenant and agree   to and with the Trustee and its successors in said trust, for the   benefit of those who .shall hold the. Bonds and coupons,. or any   of them, as follows:                          ARTICLE I.                          DEFINITIONS.       The terms defined in this Article I shall, for all purposes of   this Indenture and of all indentures supplemental hereto now or   hereafter entered into in accordance with the provisions hereof,   have the meanings herein specified, unless the context otherwise   requires:  





 






                                             107                          Acquired plant or system:                             The term "aC(JUired plant -:-~ system" shall mean a plant                         or system, including any property used in connection there­                        with, purchased or acquired by the Company a!ter June 31),                         1939 (but not constructed or erected by or .for the Com·                         puny) which prior to the purchase or acquisition thereof by                         the Company has been used or operated by others than the                         Company.               ·    ·                          Additional Bonds:                            The term "additional Bonds" Bho.ll mean Bonds author­                        ized hereunder of any series, du1y authenticated and dellv·                         ered pursuant to Sectious 4, 5. or 6 of Article m.                                                                                   -'<"-- ..  : ,·, ..               Appraiaer:                            The term "appraiser'' aho.ll mean an individual or a co­                        partnership or a corporation engaged in the business of                         appraising property or competent to determine the value of                         the particular property in question, whether or not regu1arly                         or at intervals employed by the Company.                          Appraiaer's certificate:                            The term "appraiser's certi11.cate" Bho.ll mean a.certi11.cate                         signed and verified by an appraiser appointed by the Board                         and acceptable to the Trustee.                          Authorized newspaper:                            The term "authorized newspaper'', when used in connec·                         tion with the name of a particu1ar city, Bho.ll mean a ne'WB­                        paper published at least once a day for at least six days                          (other than legal holidays) per calendar week, printed in the                         English language and published and of general circu1ation                         in the city in connection with which the term is so used.                            Whenever successive publications in an authorized news·                         paper are required by any provision of the Indenture, BllCh  





 






                      108   successive publications may be made iu the same or iu dif.  ferent authorized newspapers.   Board:     The term "Board of Directors" shnll menu the Bonrd of  Directors of the Compnuy; nnd the term "Board'' shnll mean  either the Board of Directors or the Executive Committee  of the Board of Directors.   Bontlable Property:     The term ''bondable property" shnll mean nil property  owned by the Company on June 30, 1939, of the snme nature  as property hereinafter defined as property additions, ~d .  all property additions purchased, contructed or otherwiae"C;i'·  acquired by the Company after June 30, 1939.   Bonded cost:     The term ''bonded cost" shnll mean :                      (     .(a) with respect to nny property owned by tbe Compnuy  on June 30, 1939, the gross amount nt which such property  wns carried on the books of the Company at such date; nnd     (b) with respect to any particular property additions,  the amount at which such property additions shall have been  included iu o.n engineer's certificate with respect to net bond·  nble value of property additions, on the basis of the distribu·  tion mmle therein, or, if the distribution does not show the  amount with respect to the particular property addition, the  amount at which the signers of the certificate in which the   bonded cost is u~ed shnll estimate thnt such property addition   wns included in such previous certificate.    Bondholclcra:     The  terms "Bondholders" or "holders of the Bonds" or   "holders" shall menu the bearers of nny c•oupon Bonds, the  





 






                                               109                            ownership of which is not at the time registered as to princi·                           pal, the registered owners of any coupon Bonds which are at                           the time duly registered as to p1'incipnl and the registered                           owners of any registered Bonds without coupons.                              Any reference to a particular percentage or proportion                           of the Bondholders, or to a particular percentage or pro­                          portion of the holders of Bonds of a particular series, shall                           mean the holders at the· particular time of the specified per­                          centage or proportion in aggregate principal amount of all                           Bonds then outstanding under this Indenture, or of all Bonds                           of the particular series then outstanding under this Inden·                           ture, as the case may be, exclusive of Bonds or of Bonds of                           the particular series, as the case mny be, held by the Com- · .                           pany, whether or not theretofore issued, and whether held                           ita treasury or, subject Section 17 of Article IX, pledge~   '·. ·,··                                    to                           to secure any indebtedness.  ....                           Bonds:                              The term "llond" or ''Bonds" shall mean any Bond or                           all the Bonds, as the case may be, authenticated and delivered                           under this Indenture.                              The term "outstanding under this Indenture" or "out­                          stan!'ling hereunder" or "outstanding'', when used with refer·                           ence to Bonds, shall mean as of any particular time all Bonds                           authenticated and delivered under this Indenture, except:                              (a) Bonds canceled at or prior to the particular time,                               (b) Bonds for the payment or redemption of which cash                           shall have theretofore been irrevocably deposited with the                           Trustee in trust (whether upon or prior to the maturity or                           the redemption date of such Bonds), provided that if such                           Bonds  are to be redeemed prior to the maturity thereof,                           notice of such redemption shall have been published as in                            Article V provided or provision satisfactory to the Trustee                            shall have been made for such publication, and  





 






                                                 110                                 (c) Bonds in lieu of and in substitution for which other                             Bonds shall have been authenticated and delivered pursuant                             to Section 13 of Article II.                                The term "issued" when used with respect to Bonds, sholl                             mean sold or otherwise disposed of for value by the Company                             except by way of pledge unless the pledge sboll have been                             foreclosed.                              Certified. resolution:                                The term "certi11ed resQlution" sboll mean a copy of a                             resolution cerililed by the Secretary or an Assistant Secre­                             tary of the Company, under its corporate seal, to _have been                              duly adopted by the Board and to be In full force and effect _ ,_ __  ; <> _                              on the date of such certi11cation.             'c~ ,;;;~~'i-9~ic                                                                               . :.. .;. .::;~:·:~.:!/' ,-,. . -~---._?"..:- .                                                                                           ·--~~- ,,                          Company:                                The term "Company"  sholl mean the party of the' :first                              part hereto, The Kansae Power and Light Company, and, sub­                             ject to Article XII, sholl also Include its successors and   (                              assigns.                               Corporation:                                  The term "corporation" shall also include voluntary OJ!BO­                             ciations, joint stock companies and business trusts.                               Coat to the Company:                                 The term "cost to the Company", whea used with respect                              to any particular property additions or any particular other                              property, sb,all be deemed to include:                                    (a) the fair value in cash of any Phares of stock or                                 other securities issued or delivered in payment, in whole                                 or in part, for such property additions or other property                                 at the time of the acquisition by the Company of such                                 property additions or other property,  





 






                     111        (b) the principal amount of any outstanding prior    lien bonds secured by a lien upon such property addi­   tions or other property at the time of the acquisition by    the Company of such property additions or other prop­   erty, unless the principal amount of such prior lien bonds    shall have theretofore .been included in the cost of other    property additions or other property subject to the same    prior lien,       (c) the amount of cash (if any) paid by the Com·    puny therefor, or which the Company is obligated to pay    therefor,       (d) the fair value, as stated in an engineer's certf1l·    cate ftled pursuant to Section 3(b) of .Article vn, of          .::!.~1:    any property transferred in payment, in whole or in part, ..    for such property additions or other property, and ·"\.      ;'i'~·       (e) with respect to any property additions .. eon·           -~-~~~-                                                                   .. ~"":":-""    atrncted by or for the Company, such allowances or              ·:-~~--:"    charges for interest, taxes, engineering, legal expenses,    superintendence, insurance, casualties and other items    during construction as the signers of a certificate of the    nature required by Section 4 (a) of Article III or    Section 1 (b) of Article VIII shall certify are properly     chargeable to fixed property accounts under the regu­    lations, rules and orders, if any, with respect to such     matters in force at the time of construction, of the State     Corporation Commission of Kansas or other public body     or authority haYing jurisdiction or supervisory authority     over the accounts of the Company, and as, in the opinion     of the signers of such certificate, are proper in respect     of the particular property additions specified in said cer­    tificate.    The "cost to the Company" of any property additions con­ sisting of acquired plants or systems shall he deemed to  include the cost to the Company of any franchises or other  rights or non-bondable property acquired simultaneously  





 






                                                       112                                    therewith for which no separate or distinct consideration                                   shall have been paid or apportioned.                                      "Cost to another corporation" of any property of such                                   other corporation shall be determined in a manner similar                                   to the determination of "cost to the Company."                                   Counsel:                                      The term "counsel" shall mean counsel, who may be of                                   counsel to th~ Company appointed by the Board, and accept·                                   able to the Trustee.                                    Couporn~:                                      The term "coupon" or "coupons" shall mean any interest                                   coupon or all the interest coupons, 1111 the Clllle may be, apper­                                  taining to the Bonds.                                                                            • '!_..                                   lillectrio properties:                                       .•  ·                                  . The term "electric properties" shall mean 118 of any "":!:"'. ·.   .. ·..  ·....                                                                   p&r. :                                   ticulnr time any property owned by the Company used. or                                   useful for the business of generating, manufacturing, trans­                                  mitting, distributing or supplying electricity for light, heat, (                                   cold, power or other purposes.                                   Engineer:                                      The term "engineer" shall mean an individual or a co­                                  -partnership or a corporation qualified to pllBB upon engineer·                                   ing questions, whether or not employed by or in any way                                   afllliated with the Company.                                   Engineer's certificate:                                      The term "engineer's certificate" shall mean a certificate                                   signed and verified by the President or a Vice President of                                    the Company and by an engineer appointed by the Board                                    and acceptable to the Trustee.                                    Event of dcfa.ult:                                       The term "event of default" shall mean any event of                                    default specified in Section 1 of Article IX, continued for the                                    period of time, if any, therein designated.  





 






                                               113                           Fair value to tile Company:                             The term "fair value to the Compo.ny", when used with                          respect to o.ny particular property additions or any other                          particular property, shall meo.n the fair value thereof to the                          Company determined:                                 (a) in the co.se of property additions described in                              o.n engineer's certificate with respect to net bondabln                              value of property additions .filed· with the Trustee, as of                              a date not more tho.n ninety (90) days prior to the date                              of .filing of the first such certi.flcate in which such prop·                              erty additions are described,                                 (b) in the co.se of property additions or other prop­                             erty described in o.ny other certi.flcate 11led with the   ..                         Trustee, as ot a date not more tho.n ninety (DO) daya  :: .. '• :; ';""            prior to the date of 11ling of such certi.flco.te, or                                 ( o) bi ·other  co.ses as of e. date not more tho.n ninety                              (DO) days pri9r to the particular time in question.                             .A:ny of the certi.flcates described in Subdivisions (a) o.nd                           (b) above shall be deemed to have been .filed at the time when                           all of the documents, cash and securities required to be 111ed,                           paid, or delivered, for the grunting· of the application in con­                          nection with which such certificate is .filed shall have been                           11led, paid or delivered, o.s required by this Indenture.                              The "fair value" of o.ny particular property additions or                           particular property subject to .any  lien shall be determined                           as if such property additions or other property were free of                           such lien.                              The "fair value" of o.ny propertY additions consisting of                           nn acquired plant or system shall not include any amount                           for any franchises, contracts, operating agreements or other                           rights or non·bondable property acquired simultaneously                           therewith, even though no separate or distinct consideration                           shall have been paid for, or apportioned to, such franchises,                           contracts, operating agreements or other rights or property.  





 






                                                   11-!                               Gas pro pcrties:                                 The term "gas properties" shall mean as of any particu­                             lar time any property owned by the Company used or useful                              for the business of tran~mitting, distributing or supplying                              gas, either natural or artificial, for light, heat, cold, power                              or other purposes (except such property that is used or use­                             ful for purpose of generation by the Company of electricity).                               Gross property add·itioiu:                                 The term "gross property additions", as applied to any                              particular period, shall mean all of the property additiona    . \.                      . purchased, constructed or otherwise acquired by the Com-                             pany during such period, ·including property additions pur- .  . ,               ·.             chased, constru~ted or otherwise acquired during auch peri~- '}.i,:., i£~~Y ~!~                              but retired dnrmg such period.                     ~~-- .. · ·,.·""'4 · ·· ~- -~-·                                                     •                     : ''=' - .• :    ·-f~ttJ<                                                                           :..  :     :,~                      lmknture:                                           .                                 The term "Indenture" shall mean thla instrUment and all                              indentures supplemental hereto.                              (                               I ndepe·n.den.t appraiser:                                 The term ''independent appraiser" shall mean an indi­                             vidual, copartnilrship or corporation engaged in the busineBII                              of appraising property or securities or competent to determine                              the value of the particular property or securities in question                              and not regularly engaged in the service of the Company or                               any afllliated corporation and, in the case of an individual,                               not a director, officer or employee of the Company or of any                               alliliated corporation.                                Independent appraiser's certificate:                                 The term "independent appraiser's certificate" shall mean                               a certificate signed and verified by an independent appraiser                              appointed by the Board and acceptable to the Trustee.  





 






                       115   Independent eng·ineer:     The term "independent engineer" shall mean an indi·  vidual or a copartnet•ship or corporation engaged in an engi·  neering business and not regularly engaged in the service of  the Company or of any atilliated corporation and, in the ease  of an individual, not a director, of!leer or employee of the  Company or of any af!lliated corporation.   Independent engineer'B certificate:     The term "independent engineer's certificate" shall menu  a certificate signed and verified by an independent engineer  appointed by the Board and acceptable to the Trustee.      The term "issued" shall, when used with respect to Bonds,  have the meaning specified in the definition of Bonds, and,  when  nsed with respect to prior lien bonds, shall. have the  meaning speeiiled in the definition of prior lien bonds.   Judgment  lien:     The term "judgment lien" shall mean the lien of a judg­ ment, existing at the particular time D}lOn any of the mort·   gaged property, which is prior to the lien of this Indenture   as security for the· Bonds then· outstanding or for any addi·   tional Bonds then applied for.    Lien of the IndentuNJ:      The term "lien hereof" or "lien of the Indenture" or   ''lien of this Indenture" shall mean the lien created by   these presents (including the after-acquired property clauses   hereof), or created by any subsequent conveyance to the Trus­  tee hereunder (whether made by the Company or any other   corporation or any individual or copartnership) or other- 





 






                       116   wise creo.ted, effectively constituting any property a part  of the security held by the Trustee for the benefit of the  Bonde outstanding hereunder.   Liena upon righta-of-way for tronamiasion or aiatribution line    purpos6a:      The  term ''liens upon rights-of-way for transm~on   or distribution line purposes'' shall mean any mortgages,  liens or other encumbrances created by others than the Com­ pany and any renewal or extension of any snch lien, mortgage  or other encumbrance, which at the particular time in ques­  tion, are liens upon the lands over which eaaements orrlghtll­  of·way for trans~on or   diBtribution line purpoae111 are   held, securing bonds or other indebtedness which have JlOt..  ,r ,· ., ·"'~   been 11.111111med or guaranteed by the Company or on which the ·· · · ··   Company does not customarily pay interest charges.    Jlortgagecl.  propertu.      The terms "mortgaged property" or "trust estate" shall   menn 11.8 of any particular time the property which at said   time is covered or intended to be covered by the lien of this   Indenture. Moneys held by the Trustee in trust for the pay­  ment, nt maturity or on a date fu:ed for redemption, of speci­  fic Bonds shall not be deemed to be part of the mortgaged   property or trust estate.    Net bondable 11alue of property additions not aubject to an     unfundeel.  prior lien:      The term "net bondable value of property additions not   Bllbject to nn unfunded prior lien" shall mean, at any par­  ticular time, the nggregnte of the cost or, as to property addi­  tions which have not been retired, the fair value to the Com·   pnny, if the fair value is less than cost, of all gross property   additions not subject to an unfunded prior lien purchased,   constructed.or otherwise acquired by the Company, less:  





 






                    117       (a) the excess, if any, of the bonded cost of nil bond·  able property, which was not subject to an unfunded  prior lien at the date of its release, theretofore released  from the lien of this Indenture pursuant to Section 3  or Section 5 of Article VII, over the fair value to the  Company of such property at the time of such release, as  stated in an engineer's certl.fl.cate 11led with the Trustee  pursuant to Section 3 ( lr) of Article VII, or over the  proceeds of such property paid over to the Trustee or the  trustee of any funded prior lien pursuant to Section 5 of  Article VII, as the case may be;      (b) the bond~ cost of nil bondable property (other .  than property released from the lien of thill Inden~  pursuant to Section 3 or Beetion 5 of Article Vll) which  waa not subject to an unfunded prior lien at the date  of its retirement, theretofore (but since JUI!e 30, 1939) .•  retired;      ( o) in case such grosa property additions shnll in·  elude property additions theretofore subject to an un­ funded prior lien, which shnil prior to or simultaneously  with the particular time become a funded prior lien,­ the bonded cost of nil property additions which were  subject to such unfunded prior lien and which have been  retired by the Company ·during ·the· period between the  date of itli fust acquisition of the property subject to  such prior lien and the date such prior lien became a   funded prior lien ;      (a) the aggregate of:         (1) the amount of nil cash in the trust estate     which has been withdrawn pursuant to Section 1 of     Article VIII on tile basis of property additions not     subject to an unfunded prior lien or pursuant to Sec·     tion .4  of Article VIII ;         (2) the amount of all cash received by the Trus­    tee as release moneys which has been applied to any  





 






                      118         sinking fund pny1nents pnrsuant to Section 5 of M·        ticle VIII;           (3) the amount by which all cash required to be        deposited with the T1•ustee as part of the trust estate        hns been reduced on the basis of property additions        not subject to an unfunded prior lien by simultaneous        compliance with Section 1 of Article VIII or has been        reduced by simultaneous compliance with Section 4        of Article VIII;         (e) ten-sevenths ( 1 %ths) of the amount of o.ll cash      theretofore· withdrawn· pursuant to Section 3(a) of Ar·     tiele VIII; and         (f) ten-sevenths ( 1 %ths) of the aggregate principal      amount of additional Bonds theretofore authenticated      and delivered upon the basis of property addition&  Nee  bondable wlue of property additions aubject to a11     Ullfittukd prior lie3:                           2t''""'·'"":~~lt1't~,;     The term "net bondable value of property additions sub- Ject to an nnftinded prior lien" oho.ll mean the aggregnte of  the cost or, o.s to property additiono which have not been  retired, the fair value to the Company, if the fair value is  (  less than . cost, of all gross property additions snbj ect to  the unfunded prior lien or prior liens in question, purchased,  constructed or otherwise acquired by the Company nfter the  time of the first acquisition by the Company of any property   subject to such. unfunded prior lien or prior liens, less:         (a) the bonded cost of o.ll bondable property, sub­     ject to such-unfunded prior lien-or prior liens, theretofore      (but since the time of the first acquisition by the Com·      pany of any property subject to such unfunded prior lien      or prior liens) retired ;         (b) the excess, if any, of the fair value at the time      of release, as stated in an engineer's certificate filed      with the Trustee pursuant to Section 3 (b) of "Article      VII, or of the proceeds of property paid over to the Trus­     tee or the trustee of such unfunded prior lien, pursuant      to Section 5 of Article VII, as the case- may be, of all      bondable property, which was subject to such unfunded      prior lien or ·prior liens at the date of release, theretofore      released from the lien of this Indenture, over the bonded      cost thereof;  





 






                      119          (c) ten-sevenths (1%ths) of the principal amount     of prior lien bonds secured by such prior lien or prior     liens issued by the Company as permittc1l by Section     16(a) (1) of Article IV; and         (d) ten-sevenths ( 1 %ths) of the amount of cash     deposited by the Company upon the issue of prior lien     bonds secured by such prior lien or pt•ior liens theretofore     withdrawn on the basis of property additions.  In cnse of the consolidation of the Company with, or the  merger of the Compuny·into, any other corporation, or the  sale by the Company of its property as an entirety or sub­ stantially as nn entirety upon the terms set forth in Article  XII where the successor corporation has outstanding indebt·  edness which upon such merger, consolidation or conveyance  constituting an unfunded prior lien or prior liens, the term_.'.  "the first acquisition by the Company of any property aubj~_Jj:.·.' '¥~~'-'.;·  to such unfunded prior lien or prior liens", when used witll;'"'". ·:f:·:· ,.  respect to property subject to a particular unfunded pri~]i:_ _; ·  lien or prior liens owned by such successor corporation at·_.. :•.,;  the time of the merger, consolidation or conveyance, shall  mean the time of such merger, consolidation or conveyance.  Net earnings available for interest, depreciation and prop-     erty retirement:     The term "net earnings available for interest, depreciation  and property retirement" shall mean the net earnings of the  Company ascertained as follows;..       · · (a) The totill" operating ·revenues of the Company     (other than those derived from its bus and ice business)     and  any net non-operating revenues of the properties     (other than bus and ice properties) of the Company shall     be ascertained.         (b) From the total, determined as provided in Sub­    division (a), there shall be deducted ( 1) all operating     expenses, including all salaries, rentals, insurance,     license and franchise fees, expenditures for ordinary re­    pairs and maintenance, and taxes (other than income and     excess or other profits taxes which are imposed on in­    come after the deduction of interest charges) but exclud­    ing all appropriations .for depreciation or property re- 





 






                   1:!0   th·cmcnt, nil interest chm·ges, amortization of stock and  debt discount and expense or premium, und ull operating  expenses incm•n'll. in connection with the !Jus und ice  ilnsinl'ss, (:!) net non-operating losses, if any, of the prop­ erties of the Compnny (including the bns.and ice prop·  ertics), and ( 3) net losses, if any, of the bus und ice  business.      (c) The bulance remaining after the deduction of the  totul amount computed pursuant to Subdivision (b) from  the totul amount computed pursuant to Subdivision (a)  shnll constitute the ''net earnings available for interest,  depreciation nnd property retirement".   ·  (d) No income received or accrued by the Comp~·'-'/~,~~'-''"-.'>~-;  from BeCurities or other investments in other corpol'lL· ···~-'~··.  · .·  •:-:  tlons and no profits or losses from the sule or abandon- ment of .cupitul nssets or variation in value of securi- ties or other investments shall be included in making such  computations.                                             · (      (c) In case the Com puny shall huve acquired nl1y  acquired plant or system within or after the particular  period for which the cnlculation of net earnings avnil·  able for interest, depreciation und property retirement  is ruude, tlten, in computing the net earnings avuiluble  for interest, depreciation nnd property retirement there  shull be included,- to· the extent thnt they muy not huve  been otherwise inchtded, the net enrnings or net losses of  BUcb acquired plunt or system for the whole of such  period. The net earnings or net losses of such acquired  plunt or system for the period preceding such acquisition  shull be uscertnined and computed as provided in the  foregoing Subdivisions of this definition as if such  acquired plant or system had been owned by the Com­ puny during the whole of such period.      (f) In case the Compuny shall have obtained the re­ lease of any property pursuant to Section 3 of Article  





 






                       121       VII, of a fair value in excess of Five hundred thollB8.Ild      dollars llB shown by the engineer's certificate required by      said Section 3, or shall have obtained the relellBe of any      property pursuant to Section 5 of Article VII, the pro­     ceeds of which shall have exceeded Five hundred thou­     sand dollars, within or after the particular period for      which the culculation of net earnings available for inter­     est, depreciation and property retirement is made, then,      in computing the net earnings available for interest, de­     preciation and property retirement, the net earnings or      net losses of such property for the whole of such period      shnll be excluded to the extent practicable on the bauill .      of actual earnings and expenses of such property or on _: ·; ·:_ .· ,;:_ ...      the bllSis of such estimates of the earnings and expenae~~-..,-~Jt,.,.,."-',:i~~~=- .. ;~      of such property llB the signers of an ot!lcers' certi11.eate-"'·"::'.:;::;,•'.<:·~·t~"''"' 3~<;      11led with the Trustee pursuant to Section 3 (b) of Article ·· -     IIfor Section 16 of Article IV shnll deem proper.              ", .•      The terms "net earnings of property available for inter­ est, deprec.iation and property retirement", and "net earnings   of another corporation available for interest, depreciation   and property retirement", when used with respect to any   property or with respect to another corporation, shall mean   the net earnings of such property or the net earnings of such   other corporation, as the case may be, computed in the man­  ner provided· in -this definition· for tlte· computation of net·   earnings available for interest, depreciation and property   retirement.      The net earnings available for interest, depreciation and   property retirement, whether of the Company or of some other   corporation or of property, shall be determined in accord·   ance with principles of sound accounting prnctice.   Non-bondable property:      The term "non-bondable property" shall mean any prop·   erty other thari bondable property, whether owned by the  





 






                                                     122                                  Compauy  on June 30, 1939, or purchased, constructed or                                 otherwise a1~quired by it after June 30, 1939.                                  Officers·' certificate:                                    The term "o:t!lcers' certificate" shall mean a certificate                                 signed and verified by the President or a Vice President and                                 the Treasurer or an Assistant·Treasurer of the Company.                                  Opinion of counael:                                    The term "opinion of counsel" shall mean an opinion or                                 opinions in writing signed by counsel.        ·   .,.                            OutBtending:                 . : ~·· :~ .  ,· :"'                            The term "outstanding'', when used with respect to BondS,                                 uhall, except as otherwise provided in Articles IX and XV,                                 have the meaning specified in the definition of Bonds; and,                                 when  used with respect to prior lieii bonds, shall have the                                 meaning specified in the de11nition of prior lien bonds, and,                                 when  used with respect to any other indebtedness of the     l                                  Company or another corporation, shall have a meaning sim­                                ilar to the meaning of outstanding when used with respect to                                 prior lien bonds.                                   Permitted liena:                                    The term. "permitted liens" shall mean: ..                                        (a.) liens upon rights-of-way for transmission or dis·                                     tribution line purposes, provided that the Compa.ny has,                                     in the opinion of counsel, power under eminent domain                                     or similar statutes to condemn or acquire easements or                                     rights-of-way su:t!lcient for its purposes over the land                                     covered by the rights-of-way in question or other lands                                     adjacent thereto;                                        (b) undetermined liens and charges incidentnl to con­                                    struction, except such as may result from any obligation  





 






                      123      of the Complllly for the payment of money on• account of     ouch construction ;        (c) the right reserved to, or vested in, lllly municipal·     ity or public authority by the terms of llllY right, power,     frllllchise, grllllt, liceilse, permit or by any provision of     law, to purchase or recapture or to designate a purchaser     of, any of the mortgaged property;        (d) the lien of ta.xes for the then current year;        (e) the lien of taxes lllld assessments not at the time     due; and                                              4       (f) the lien of speci1led ta.xes lllld assessmc- • lllready     due but the validity of which is being contested ir.t the time     by the. Complllly in good faith, unless thereby in the opin~;~"'"     ion of counsel or of the Trustee llllY. of the- mortgaged.· .. '     property may be lost or forfeited.   Prior lien:     The term "prior lien" shall mean a mortgage or other  lien prior to the lien of this Indenture, existing at the par­ ticular time upon any of the mortgaged property, excepting  judgment liens lllld permitted liens.     The term "funded prior lien" shall mellll any prior lien  under which, at the particalar time, no prior lien bonds shall  be outstanding, .within. the. melllling.of .the. deftnition of. out­ standing prior lien bonds contained in this Article I.     The term "unfunded prior lien" shall mean any prior lien  other than a funded prior lien.   Prior lien bonda:     The term "prior lien bonds" shall mean bonds, obligations  or indebtedness secured by a prior lien.     The term "funded prior lien bonds" shall mean prior lien   bonds secured by a funded prior lien.  





 






                                                    124                                   The term "outstanding prior lien bonds" shall mean, as                               of any particular time, all prior lien bonds secured by a                               prior lien, excluding:                                      (a) prior lien bonds then or theretofore canceled,                                      ( b) prior lien bonds held in pledge hereunder,                                      (c) prior lien bonds held by the trustee or other hold·                                   er of the prior lien securing such prior lien bonds (or                                   other prior lien bonds secured by a mortgage or other lien                                   on the same property 118 such prior lien, junior to such                                   prior lien but senior to the lien of this Indenture) under                                   conditions such that no transfer of ownership or pOBBeB-                                  sio1nd of fsuchhprior lilien isbon~~~bthl ethtrusteed or othert ,~"!)···; ':l~c~.:.~;  .,  ';                           ho er o sue pr1 or en  per     e  ereun er exeep _g.;;:> · · .                                   to the Trustee hereunder or to the trustee or other holder ·                                   of the prior lien securing ouch prior lien bonds (or other                                   prior lien bonds secured by a mortgage or other lien on                                   the same property as such prior lien, junior to such prior                                   lien but senior to the lien of this Indenture) for cancel-                                  lation or to be held uncanceled under the terms of the                                   prior lien securing such prior lien bonds or other prior                                   lien bonds under like conditions, and                                      (d) prior lien bonds for the purchase, payment or re­                                  demption of which moneys in the necessary amount shall                                   have·been irrevocably deposited in trust· with the Trustee                                   hereunder or with the trustee or other holder of the prior                                   lien securing such prior lien bonds (whether upon or prior                                   to maturity or the redemption date of. such prior lien                                   bonds), provided that, if any such prior lien bonds are to                                   be redeemed prior to the maturity thereof, notice of such                                   redemption shall, according to an opinion of counsel                                   furnished to the Trustee, have been published or other­                                  wise given as required by the mortgage or other instru·                                   ment securing the same or provision satisfactory to the                                   Trustee shall have been made for such notice.                                      The term "issued", when used with respect to prior                                   lien bonds, shall mean authenticated and delivered by the  





 






                      125      trustee of the prior lien securing such prior lien bonds,     or, if there be no such trustee, made and delivered by the     maker of the prior lien or by the Company.   Property additiona:     The term ''property additions" shall mean any new or  additional property, real or personal (including separate  and distinct units, plants, systems and properties), located  within the State of KanBlls, or located in any other State if  such property is physically connected with any of the prop·  erties of the Company located in KansllB, either directly  or through other bondable property of the Company, and im·  provements, extensions or additions (including in these tenna .  equipment and appliances installed as a part of the -WI'e~~~..._,;  . ;:-,:··  property of the Company) to_or about the plants or prcilpel~ll';i  :~  of the Company  purchased, constructed or oth!'.l'Wime  quired by the Company after June 30, 1939, and in ·- -" ,.  ·case used or useful for the business of generating, manufaC- ··c,cc:::.•.,  turing, transmitting, distributing or 1111pplying electricity or  gas, either natural or artificial, for light, heat, cold, power,  or other purposes, or power or heat by menns of stenm or  water, or of supplying wnter for domestic or public use, and  in every case properly chnrgeable to fixed property accounts  under the regulntions, rules and orders, if any, with respect  to such matters, in force at the time, of the State Corporation ·  Commission of- KansllS or other public body or authority  having jurisdiction or supervisory-authority over the accounts  of the Company, or, if there are no such regulations, rules and  orders, in the opinion of the signers of a certificate_ of the  nature required by Section 4 (a) of Article III or Section  1 ( b) of Article VIII.     "Property additions" ns so defined, without limitation of  the general import of such term, shall include:         (a) subject to Article XII, property acquired by the      Company or by a successor corporation ns a result of any      consolidntion or merger to which the Company or any      successor corporation mny be a party;  





 






                  126      (b) permo.nent improvements, extenlliollll or e.dditiODS  to or about the properties of the Company in the pl'OCellil  of construction or partially completed, in so far 1111 actu­ ally constructed or completed;     {e) property purchased, colllltructed or otherwise ac­ quired to replace property retired;     (d) transmission line or distribution line equipment  or dams or other l!imilar structures installed by the Com­ pany under easements, rights-of-way and leases over pri·  vate property for towers, poles, wires, cond nits or mains,  or for transmission line or distribution line purposes, and  rights, permits or liceMes to lllle or appropriate -water, Oi'  to over11.ow the land of others by the erection of da.m!! ;,,,,"  or otherwise, including suCh e~~~~ements, rights-of~"'l''g' ·..  ~~tf.'(.!'Fif~;  and leasebold interests or suCh rights, permits or liceDIII!II,  provided that, in the opinion of counsel, suCh e~~~~ementu,  rights-of-way and leasebold interests or such rights, per- mits or licenses shall run for an unlimited period of time,  or for a period of time extending for so long as the Com- (  pany shall continue to use the same for the purposes for  which they were granted, or for a period of time extend- ing beyond the date of maturity of all Bonds then out- standing under this Indenture 'and all additional Bonds  applied for at the particular time in question; and     (e) transinisSion line or distribution line equipment  or dams or other simnnr structures located or colllltructed  on, over or under public highways or other public prop­ erty, provided that the Company shall, in the opinion of  counsel, have the lawful right, under permits or fran.  chisea granted by a governmental body having jurisdic­ tion in the premises or by the law of the State in whiCh  such property is located, to maintain and operate suCh  equipment or structures for an unlimited, indeterminate  or indefinite period of time or for the period, if any, spec­ ified in such permits or franchises or law, and to remove  





 






                                               127                               such equipment or structures at the expiration of the                              period covered by such permits or franchises or law or                               that the terms of such permits or franchises or law re­                             quire any public authority having the right to take over                              such equipment to pay fair consideration therefor.                              "Property additions" as so defined shall not include:                                 ( aa) good will or going concern value;                                 ( bb) any contracts or operating agreements or fran.                              cltises or governmental permits, granted or acquired, aa                              such, separate and distinct from the property operated                              thereunder or in connection therewith or incident there­                             to;   . .:               : ...              ( cc) any shares of stock or certificates or evidence~~~~ . _                               of interest therein, or any honda, notes or other evidenea   ~· .                         of Indebtedness or certificates of intereat therein or any                              other securities;                                  (tU) any materials, merchandise, appHances or 11Up­                              plies acquired for the purpose of resale or leasing to its                               customers in the ordinary course and conduct of the                               business of the Company, or any materials or supplies                               held for consumption in operation or held in advance of                               use thereof for fixed capital purposes ;                                  ( ee) leasehold estates, rights-of-way, or easements,                               with respect .to land owned .. by_ others and additions in·                               stalled by the Company on leasehold estates, rights-of·                               way or easements, or under any permits or franchises                               granted by a governmental body, except as permitted by                               Subdivisions (d) and (e) of this definition; or                                  {if) any natural gas or oil wells or leases or real                               estate acquired for the purpose of obtaining gas or oil                               rights.                              "rroperty additions" as so defined shall not include any                            gas properties purchased, constructed or otherwise acquired  





 






                         128     simultaneously with or after any release as an entirety of all    or substantially all of the gas properties (either with or with­   out including the gas property in the City of Atchison,    Kansas).    Refundable Bondlt:       The term "refundable Bonds" shall mean, at any partlcu·  ~- Jar time, all Bonds which were theretofore authenticated and    delivered under the provisions of· this Indenture and thereto-   fore paid at maturity or redeemed or purchased (otherwise    than out of funds included in the trust estate) and surren-   dered to the Trustee, either canceled or uncanceled, or 1111!'­   rendered to the Trustee for conversion (it convertible), or ..    otherwise surrendered to the Trustee, except upon exchange    tor other Bonds pursuant to the provillio1111 of Article n, and    which were not theretofore made the basis tor the authentl- .,.,,,.,_, __ ,.,.,    cation and delivery of additional Bonds or the withdrawal of . _: ·    cash included in the trust estate or the reduction of the ~~t.    amount  of cash required to he paid into the trust estate     under any provision of this Indenture, or paid or redeemed   (    or purchased pursua11t to the provisions, or used in anticipa·    tion of the requirements, or made the basis for any reduction    in the amount, of any sinking or analogous fund established    by nny indenture supplemental hereto which does not permit    the authentication nud delivery of additional Bonds on the     basis of Bonds, paid, redeemed,. purchased,- used for or made    the· basis- for- -reduction .. in- -the- amount· of such sinking or ·    analogous fund.                                                       I       Bonds  and coupons for the payment or redemption of     which moneys shall have been irrevocably deposited in trust     with the Trustee (whether at or prior to maturity or the             I     redemption date of such Bonds) shall be deemed to have been     paid nnd canceled within the meaning of this definition; pro·     vided, however, thnt if such Bonds are to be redeemed prior          I     to the maturity thereof, notice of such redemption shall have     been pubHshed ns in Article V provided or provision satisfac·        I     tory to the Trustee shnll have been made for such publication.  





 






                                                120                            Begist&red Oum6f':                              The term "registered owner" shall mean the person or                           persons in whose name or names the particular registered                           Bond without coupons shall be registered, or the particular                           coupon Bond shall be registered na to principal, on the books                           of the Company kept for that purpose in accordance with                           the terms of this Indenture.                           .Releaae moneys:                              The term "release moneys" shall mean moneys received                           by the Trustee:                                 (e) upon the relell.Se of bondable property not subject                              to an unftmded prlor lien, plU'BUIU1t to Sections 3 or 6 .. :                              ot Article VII;                                ;~~ ;~,t:•• :o;-~'1'- .. -.                          (b) upon the payment of principal of, or release of,-,,: '·:~·-~ · -··:·· - .:                          any obligations deposited with the Trustee upon .~e                              rele1!.88 of any such -property;                                 (c) upon the rele1!.88 ot funded prior lien honda pur­                             suant to Section 4 of Article VII;                                 (d) on account of prior lien bonds, which are subject                              to withdrawal under Section 6(o) of Article VIII"; and                                 (e) pursuant to Sections 18( b) or 20 (b) of Article                              IV, other than proceeds of insurance.                           Retired:.                             The  term "retired" when used with respect to property,                           shall mean retired, abandoned, destroyed, lost through the                           enforcement of mortgage or other liens upon rights-of-way                           for transmission or distribution line purposes, or released or                           otherwise disposed of free of the lien of this Indenture,                           whether or not such property shall have been retired on the                           books of the Company.                           Supplemental indenture:                             The term "supplemental indenture" or "indenture supple­                          mental hereto" shall mean any indenture now or hereafter  





 






                                                 130                              duly authorized and entered into in accordance with the p:ro­                            visi.ons of this Indenture.                             Truatee:                                The term "Trustee" shall mean the Trustee under this                             Indenture for the time being, whether original or successor,                             but not a co-trustee or separate trustee appointed pursuant                             to Section 6 of Article XIII unless otherwise provided in the                             instrument of appoii:atniimt executed pursuant to the provi­                            sions of said Section, and only to the extent therein provided.                             Truat Atate:  ;.                                See deftnition of ''mortgaged property''.                                                                                  ';~~~;-~£_-.-                                                                              ~- ..··?£~~:.- ~:~.~~.                                              ARTICLE                                                        n.                         -.... ~                                                                                   . "                         DIIISCIIlPTlON AND 11LumJm 011' ExmctrrroN, AUTHICNTICATION .AND                                          RIIIGillTl!.A'rlON Oli' BONDS.                                                                                         (                            SECTION 1. The Bonds may, at the election of the Board of                         Directors, be in one or more series and, except as hereinafter in                         this Section provided, shall be designated generally as the First                         Mortgage Bonds of the Company, with such further appropriate                         particular designations added to or incorporated in or eUminated                         from such title, for the Bonds of any particular series, as the                         Eoard of Directors may determine. . Each Bond shall bear upon                         the face thereof the designation so selected for the series to which                         it belongs. All Bonds of any one series at any time simultaneoualy                         outstanding shall be identical in respect of date of maturity (un­                        less they are of serial maturities), the place or places of payment                         of principal and of interest, the rate and dates of interest pay­                        ments, the terms and rate or rates of optional redemption, if                         redeemable, the terms of convertibility, if convertible, and in re­                        spect of sinking fund or analogous provisions (if any) and tax                         provisions (if any); but Bonds of the same series may be of dif.                         ferent denominations, and Bonds of any series may be of serial  





 






                                                131                         maturitie111 and, if of serial maturities, may differ with respect to                        redemption price. All coupon Bonds of any one series shall be                        dated aa of the same date and ench date shall be fixed for the                        Bonds of any particular series by the Board of Directors.                           The Company may, if the Board of Directors so elects and                        the Trustee approves, and, if the Trustee so requesj;s in writing,                        the Company shall, at any time or from time to time chunge the                        general designation of the Bonds from First M()rtgage Bonds to                        such other general designation aa may in the opinion of the Trns·                        tee be appropriate under the circumstances existing at the par­                       ticular time. In the case of any such change, and until a further                        change, all Bonde which may be authenticated and delivered there­                       after pursuant to Article III shall bear ench new designation.                        If additional Bonde of any particnlar seriP.s, of which aeries .,  ·. ·     oMO - ....  ... '. :: ..          Bonds are outstanding at the time of any ench change, shatif.:'f~~;j-~' • .· '"- ·                        at any time thereafter be authenticated and delivered, or if ani."· -:                        Bonds bearing ench new designation are authenticated and deliv~):: ..                        ered thereafter pnranant to this Article II in exchange or enb- _...                        ntitntion for or upon transfer of any ench Bonds, the Company                        shall provide for the exchange of all Bonds of such series at the                        time outstanding for new Bonds of like series and maturity bear-                       ing the new general designation, at the option of, but without                        expense to, the holders.                            SEC'XION 2. Subject to determination from time to time by                        the Board of Directors, as expressed from time to time in one                        or more indentures suppleinentai hereto, which the Company is                        hereby authorized to execute and deliver to the Trustee, the                        Bonds of any series :                                (a) shall bear interest at snch rate and be payable, aa                           well the interest as the principal thereof, at such time or                           times, and at such place or places, as may be determined by                           the Board of Directors and expressed in such Bonds;                               (b) shall be payable in any coin or currency of the United                            Stateij of America which at the time of payment is legal                           tender for public and private debts;  





 






                      132      (c) may be either coupon Bonds registerable as to prin·  cipal or registered Bonds without coupons, or both, and con·  pon Bonds of such denominations as may be specified by the  Board of Directors may contain provisions permitting the  exchange thereof for fully registered Bonds without coupons  of authorized denominations of the same series and of the  same maturity, and provisions (in addition to the privilege  of exchange referred to in.Section.8 of this Article) permit.  ting the exchange thereof for other coupon Bonds of other  authorized denominations of the same series and of the same  maturity, but in every case of the same aggregate principal  amount;      (d) may have such additional registration privilege~~ 11111 - may be determined by the Board of Directors;   _!:,-z.;..t.~ · !:"'$' · • ·     (e) may be in such denominations as may be determined             I  -by-the Board of Directors;                                          !     (f) may be limited as to the mrudmum principal amount  thereof which may be authenticated and delivered by the  Trustee or which may be at any one time outstanding, aud  an appropriate insertion in respect of such limitation may,  but need not, be made in the Bonds of such series;                   I     (g) may  contain such lawful provisions, if any, as the           I  Board of Directors shaU prescribe with respect to the pay·           i  ment.. of:-:principal.  (!r interes~  or both thereby represented  without deduction for or the reimbursement of such taxes,            I   assessments or governmental charges as may be specified   therein or in an indenture supplemental hereto creating such   series, and otherwise with respect to relieving the holder   from payment of any such taxes, assessments or governmental   charges;                                                            Ii       (h) may contain such provisions for the redemption   thereof, at the option of the Company, at such redemption   price or prices, at such time or times, upon such notice, in   such manner nnd upon such other terms and conditions, not  





 






                       133      inconsistent with the provisions of Article V, as may be de­    termined by the Board of Directors and expressed in such     Bonds;        ( i) may be convertible into or exch11ngeable for, at the     option of the holders thereof, capital stock of any class of     the Company or of any other corporation, at such times and     upon such terms and conditions 11nd subject to such adjust­    ments as may be determined liy.the Board of Directors and     expressed in such Bonds or in an endorsement thereon;        (j) may contain such provisions, if any, for the estab­    lishment of a purchase, sinking, amortization, improvement,     or analogous fund therefor, in such amount, at such time or     times, in. such manner and upon such other terms and con·     ditions, and for the retirement or redemption of such Bonds     by the operation of any such fund or otherwise, at such price     or prices, in such amounts, at such time or times, in such     manner and upon such other terms and conditions as may     be determined by the Board of Directors and expressed in     such Bonds; and        ( k) may contain such provisions with respect to serial     maturitit>s, interest ro.te, redemption price or prices, con·     vertibility, anticipation of maturity on the happening of a     specified event, and such other special terms and conditions,     not contrary to the ·provisions hereof; as may be determined     by the Board ·of Directors.     SEariON 3. In case the Company, pursuant to Article XII  of this Indenture, shall be consolidated with or merged into any  other corporation or shall convey, subject to this Indenture, all  or substantially all the mortgaged property as an entirety, and  the successor corporation resulting from such consolidation, or  into which the Company shall ho.ve been merged, or which shall  have received a conveyance as aforesaid, shall have executed and  caused to be recorded o.n indenture with the Trustee pursuant  to Section 2 of Article XII, any of the Bonds authenticated or  





 






                                                   134.                            delivered prior to such consolidation, merger or conveyance may,                           from time to time, at the request of the successor corporation and                           with the consent of the holders thereof, be exchanged for other                           Bonds of the same series and of the same maturity executed                           in the name of the successor corporation with such changes in                           phraseology and form RB may be appropriate, but otherwise in                           substance of like tenor to the Bonds surrendered for ouch ex­                          change and of like principal amount;· and the Trustee, upon                           the request of the successor corporation, shall authenticate                           and deliver Bonds as specified in such request for the purpose                           of such exchange. If additional Bonds of any particular series,     . :,~"~               of which series Bonds are at the time outP.tanding, shall at any                           time thereafter be authenticated and delivered in any new name, ...  -                        or if any Bonds in any new name are authenticated nnd delivered ~¢Jj'<-- ,._;:~ :   ..•                     thereafter pursuant to this Article in exchange or substitution -._ .:"·-'~ · ·                                                         n      ' f!:i~'':'                           for or upon transfer of any such Bonds, the Company Bball pro- ·      -r~---               vide for the exchange of all Bonds of inlcili:.series at the time out­                          standing for Bonds in such new name, at the option of, but with-                          out expense to, the holder.                               SECTION 4. The Company shall keep or cause to be kept at                           an agency to be maintained by it in the city in which the Trus­                          tee, at the time, has its principal office, books for the registration                           and transfer of Bonds entitled to registration and transfer, which,                           at all reasonable times, shall be open· for inspection by the Trllll­                          tee; and, upon presentation ior · such purpose at such · office or                           agency, the Company will register or transfer or cause to be                           registered or transferred therein, as hereinafter provided and                           under such reasonable regulations ns it may prescribe, any Bonds                           entitled to be so registered or transferred.                              Similar books shall also be kept at such other place or places                           as the Board of Directors may determine, for the registration                           and transfer of the Bonds of any particular series, open in like                           manner for inspection by the Trustee, in which the Bonds of such                           series may be registered and transferred upon the terms and in                           the mimner in this Article proYi<lt><l; nnd such other place or  





 






                          135   places may (but need not) be appropriately recited in the Bonds  of such series.      SECTION 5. .All coupon Bonds shall be negotiable and pass by  delivery, unless registered as to principal in the manner herein·  after provided. The bearer of any coupon Bond may have the  ownership of the principal thereof registered on said registration  hooks required to be kept P!ll'BUant to Section 4 of this Article, .  and such registration shall be noted on the Bond. After l!llch  registration no transfer shall be valid unless made on such hooks  by the registered owner in person, or by his dnly authorized attor­ ney, and orimflorly noted on the Bond; but the same· may be dis­ charged from registration by being in like manner transferred  to bearer and thereupon transferability by delivery lllhall be re­ stored; and snch Bond may again, from time to time, be ~-- ·  tered or discharged from reg"iatration in the same manner as be­ fore. Such registration, however, shall not affect the negotiability  by delivery of the coupons, but every such coupon shall continue  to be transferable by delivery merely and shall remain payable to  bearer, and payment thereof to bearer shall fully discharge the  Company  in respect of ·the interest therein mentioned, whether  or not the Bond be registered as to principal. Such registrations  and discharges from registration shall be without e:r:penae to the  holder of the Bonds, but any taxes or other governmental charges  required to be paid with respect to the same shall be paid by the  Bondholder requesting such registration or discharge from reg·  istration as a condition precedent to the exercise of such privilege.      SECTION 6. .A:ny registered Bond without coupons may be  transferred at the agency of the Company to be maintained by  it as aforesaid, upon ·surrendering such Bond for cancellation  accompanied by delivery of a written instrument of transfer in a  form approved by the Company, duly executed by the registered  owner of such Bond, and thereupon the Company shall execute in  the name of the transferee or transferees and the Trustee shall  authenticate and deliver, a new registered Bond, or new regis­ tered Bonds, of like form, of the same series and maturity, for  





 






                          136   the same aggregate principal amotmt. Except liS provided in Sec­ tions 10 and 13 of this Article, every registered Bond without  coupons shall be dated liB of the date of its authentication and  delivery (except that if any registered Bond shllll be anthenti·  cated and delivered on any interest payment date it shall be  dated liB of the day next following such interest payment date),  an!~ sho.ll bear interest from the interest payment date next pre­ ceding the date of such Bond, or; in case of registered Bonds  without coupons authenticated and delivered on the initial au­ thentication and delivery of Boi!dB of any series, from the 11.rst  date on which interest is payable with respect to Bonds of snch  series.      Sl!lal'ION 7. All to all registered Bonds without coupons and ,., :;-.  o.ll coupon Bonds registered liS to principal, the person in whose·- ' >:  name the same sho.ll be registered shall be deemed and regarded  liB the absolute owner thereof, for all purposes of this Indenture;  and thereafter payment of or on account of the principal of snch  Bond, if it be a coupon Bond registered as to principal, and of   (  the principal and interest, if it be a registered Bond without  coupons, shall be made only to or upon the order in writing of  such registered owner thereof, but such registration may be  changed as above provided. All such payments sho.ll be valid  and effectual to satisfy and discharge the liability upon such  Bonds to the extent of the sum or sums so paid. The Company  and the Trustee may· doom and treat the bearer of any coupon  Bond, which shall not at the time be registered as to principal,  and the bearer of any coupon for inter-em on such Bond, whether  such Bond shall be registered or not, as the absolute owner of  such Bond or coupon for the purpose of receiving payment there- of, and for all other purposes whatsoever, and the Company  and the Trustee shall not be a.f'l'ected by any notice to the con­ trary.      SECTION 8. Coupon Bonds of any authorized denominations  bearing all unmatured coupons may, upon surrender thereof to  





 






                           131   the Company  in principal amounts aggregating One thousand  dollars or some multiple thereof, be el:Changed for the same ag­ gregate principal amount of coupon Bonds, of the same series and  of the same maturity, in any authorized denomination not less  than One thousand dollars, bearing all unmatured coupons. A  registered Bond without coupons, with or without others of like  form, series and maturity, may, upon. surrender thereof to the  Company, be el:changed for·one·or more·snch· Bonds of like form  for the same aggregate principal amount, of the same series and  maturity, in authorized denominations. A registered Bond with·  out coupons may, upon surrender thereof to the Company, be  exchanged for a coupon Bond or Bonds for the same aggregate  principal amount, of the same series and of the same maturity, in  any authorized denomination not less than One thousand dollan,·.;.;,:  with conpone representing interest from the next preceding in····  terest payment date, and bearing the serial numbers, if any,  endorsed on the Bond surrendered.                · ·      SECTION 9. Until Bonds in definitive form of any series ars  ready.for delivery, the Company may execute and upon its request  in writing, the Trustee Rhall authenticate and deliver in lien  of any thereof, and subject to the same provisions, limitations  and conditions, one or more printed, lithographed or typewritten  Bonds in temporary form, substantially of the tenor of the Bonds  hereinbefore described, without coupons or with one or more  coupons, a:nd with appropriate omissions,· variations and ·inser·  tions. Such Bond or Bonds in temporary form may be for the  amount  of One hundred dollars or any multiple or multiples ·  thereof, as the Company may determine. Until e:"tchanged for  Bonds . in. definitive form such Bonds in temporary form sha:Il  be entitled to the lien and benefit of this Indenture. The Com·  pany shall, without unreasonable delay, prepare, execute and  deliver to the Trustee, and thereupon, upon the presentation and  surrender of the Bond or Bonds in temporary form, the Trustee  shall authenticate and deliver, in exchange therefor, a Bond or  Bonds in definitive form of the same series and maturity for the  





 






                                                 138                          same aggregate principal amount as the Bond or Bonds in tem·                         porary form sunendered. Such exchange shall he made by the                         Company  at its own expense and without making any charge                         therefor. When and as interest is paid upon Bonds in temporary                         form without coupons, the fact of such payment shall he noted                         thereon. Until such Bonds in deftnitive form are ready for de­                        liveey, the holder of one or more Bonds in temporary form may,                         with the consent of the Company, exchange .the same on the 81ll'­                        render thereof to the Trustee for cancellation and shall be en­                        titled to receive Bonds in temporary form of like aggregate prin·                         cipal amount of the same series and maturity in authorized de­                        nominations indicated by him, hearing all unmatured coupons,    -~:                   if uy.                                                          ·                  ·'·fvfi·~~ ~-~~~W. .. - ·--~-                     SIIIO'.riON 10. In all the cases in which the privilege of exchang· · '' · ;;::··" ·                         ing Bonds exists and is exercised, the Bonds to he exchanged    i-·   . ) . .               Bhall he sunendered at BUch place or pla.ces as shall he designated ·                         by the Board for the purpose, with all unmatured coupons at.                         tached in the caee of coupon Bonds or of Bonds in temporary      (                         form with coupona, and accompanied by duly executed instru-                        ments of transfer in the case of registered Bonds without coupons                         and coupon Bonds or Bonds in temporary form registered as to                         principal, and the Company shall execute and the Trustee shall                         authenticate and deliver, in exchange therefor, the Bond or Bonds                         which the Bondholder making the exchange shall be _entitled to                         receive. Eveey exchange of Bonds shall he effected in such man-                        ner as may be prescribed by the Board with the approval of the                         Trustee.                            Ea.ch Bond delivered pursuant to the exercise of any such                         privilege of exchange or in substitution for the whole or any part                         of one or more other Bonds of the same series and maturity shall                         carry all of the rights to interest accrued and unpaid, and to                         accrue, which were carried by the whole or such part of such one                         or more other Bonds, and notwithstanding anything contained in                         this Indenture, such Bonds shall be so dated, and have attached                         thereto such 'coupons, that neither gain nor loss in interest shall                         result from such exchange or substitution.  





 






                          139      Upon every exchange of coupon Bonds for coupon Bonds of  another denomination or for registered Bonds without coupons,  or of registered Bonds without coupons for coupon Bonds or for  other registered Bonds without coupons, and upon every transfer  of registered Bonds without coupons, the Company may require  payment of such charge therefor as it may deem proper, not  exceeding the sum of Two dollars for each Bond issued upon  such exchange or transfer, payment of. which; together with any  stamp taxes or other governmental charges required to be paid  with respect to such exchange or transfer, Bhall be made by the  Bondholder requesting such exchange or tranm:fer as a condition  precedent to the exercise of the privllep of mch ~ or  transfer.     The Company  mhall not be required to make (e) exchanpl , -_: . ~L __ ·i · i~::,  or transfers of any Bond under any pro'riBion of thill Article -~,z--: ··'~~{:'':~i\t'.F  either for the period of five days next precedins any intere.t pay· ,o ·- •• , :-·,  ment date for DUCh Bond or the redemption date of mch Bond,          ' 'ii  or (b) exchanges of any coupon Bond for another coupon Bond  or other coupon Bonds or for a registered Bond or Bonds without  coupons, after the 1l.rst publication or mailing, whichever shall  be earlier, of notice of redemption of such Bond as provided in  Article V.     All Bonds so surrendered for exchange and the coupons  attached thereto and all registered Bonds without coupons llllll'­ rendered for transfer shall be pJ:eBented to the Trustee for can·   cellation, .and the Trus.tee. ~hall forthwith cancel. the ume, and,   on its written request, deliver the 1!8.111e to the· COmpany.     All Bonds executed, authenticated and delivered in exchange   for Bondu so surrendered or upon transfer of regilltered Bonds   without coupons shall be the valid obligations of the Company,   evidencing the same debt as the Bonds surrendered, and shall   be secured by the lien of this Indenture to the ume extent as the   Bonds in exchange for which they were authenticated and   delivered.       SECTION 11. Any Bond, whether in rewstereil or in coupon   form, may benr such numbers, letters, or other marks of identifi- 





 






                          140   cation or designation, and may be endorsed with or have incor­ porated in the text thereof such legends or recitals with respect  to transferability or in respect of the Bond or Bonds for which  it is exchangeable and may contain such provisions, specifications  !l.lld descriptive words, not inconsistent with the provisions of this  IndentUl•e as may be determined by the Board and approved by  the Trustee; and provision may be made in connection with the  issue of coupon Bonqs of dt!Ilomil)ations of less than One thousand  dollars or of registered Bonds without coupons for the reservation  of the appropriate numbers or other designating marks of the  coupon Bonds exchangeable therefor as may be required to comply  with the rnles and regulations of any stock exchange upon which  the Bonds are or are to be listed or to conform with any usnge ·  with respect thereto.                                 -.     .·'                                                             .· ·.~.:~~ -:~:-t .                                                                  . ~- ... ··     SECTION 12. All the Bonds ahall, from time to time, be ~  cuted on behalf of the Company by its President or one of its  Vice Presidents nnd its corporate seal (which may be in fac­ simile) shall be thereunto a1'llxed and attested by its Secretary  or one of its Assistant Secretaries. The coupons· to be attached (  to the Bonds shall bear the facsimile signature of the present or  any future Treasurer of the Company.     In case any of the officers who shall have signed or sealed any  of said Bonds shall cease to be such officers of the Company before  the Bonds so signed nnd sealed shall have been actually authen·  ticated by the Trustee or delivered by the Company, such Bonds  nevet•theless may be ·authenticated, issued, and delivered with the  same force and efl'ect as though the person or persons who signed  or sealed such Bonds had not ceased to be such officer or officers  of the Company; and also any such Bond may be. signed and  sealed on behalf of the Company by such persons as at the actual  date of the execution of such Bond shall be the proper officers  of the Company, although at the nominal date of such Bond any  such person shall not have been such officer of the Company.     Before authenticating any Bond the Trustee, except as pro­ vided in Sections 10 and 13 of this Article, shall cut ofl', cancel and  deliver to the Company all matured coupons thereon.  





 






                                                                                  \                                                   141                           SECTION 13. Upon rer.eipt by the Company and the Trustee                       of evidence satisfactory to both of them that any outstanding                       Bond has been mutilated, destroyed, lost or stolen, and of indem­                      nity satisfactory to both of them, in their discretion, the Company,                       in ita discretion, may execute, and thereupon the Trustee shall                       authenticate and deliver, a new Bond of the same series and                       maturity and of like tenor (which may bear such notation as                       may be required by the rules of any stock exchange upon which                       the Bonds are listed or are to be listed and having attached                       the same corresponding coupons, if any, as the mutilated, de­                      stroyed, lost or stolen Bond if such Bond were a coupon Bond,                       or, if such Bond were a registered Bond without coupons, having                       endorsed thereon the same distinctive number or numbers of the     :.                coupon Bond or Bonds in lien of and in exchange for which such ·· ·;~·:;c· ~  -~·:. tt~::·.        mutilated, destroyed, lost or stolen Bond was issued), in exchange ;;;;_;·+i$.:if;;::J,i:C"~';: (·':•.>:   '                   and substitution for, and upon surrender and cancellation of, the '' · · '•·,:.:<;; ·.· · ·.-.:" · .                       mutilated Bond and coupons, if any, or in lieu of and in sub-                      stitution for the Bond and coupons, i! any, so destroyed, lost or                       stolen. The Company may, for each new Bond authenticated and                       delivered under the provisions of this Section, require the pay-                      ment of a suni not exceeding Two dollars and, in addition, the                       expenses, including counsel fees, which may be incurred by the                       Company and the Trustee in the premises. Any Bond or coupon                       issued under the provisions of this Section in lieu of any Bond                       or coupon alleged to be destroyed, lost or stolen, shall constitute                       an original additional contractual obligation on the part of the                       Company  whether or not the Bond or coupon so alleged to be                       destroyed, lost or stolen be at any time enforceable by anyone;                       and shall be equally and proportionately entitled to the benefits                       of this Indenture with all other Bonds and coupons issued under                       this Indenture.                           SECTION 14. Subject to the qualifications hereinbefore set                       forth, the Bonds and coupons to be secured hereby shall be sub·                       stnntia!ly of the tenor and effect hereinbefore recited, and no                       Bonds shilll be secured hereby or entitled to the benefit hereof,  





 






                          142   or shall he or become valid or obligatory for any purpose unless  there shall he endorsed thereon a certiftcate of authentication,  substantially in the form hereinbefore recited, executed by the  Trustee; and such certificate on any Bond issued by the Company  shall be conclusive evidence and the only competent evidence that  it has been duly authenticated and delivered hereunder.                        ARTICLE   lli.             AUTHENTICATION AND DIDI4VERY 011' BONDS      SII:CTION L The aggregate principal amount of Bonds which  may he executed by the Compuy and authenticated and delivered  by the Tr1llltee and secUred by this Indenture and outstandi!lg  at any one time lhall not, in any event, exceed the amount at ';;ft::s· ·:-~-,   the time permitted by law, but otherwise, except as hereinafter  in thia Article lli provided, la not limited. But the aggregate  princlpai··amount of Bonds, which may be so executed, authenti·  cated and delivered hereunder, may, at any time at the election  of the Company, evidenced by au indenture supplemental hereto,  (  he limited to such definite aggregate principal amount as may he  specified in such supplemental indenture. This Indenture shall  he and constitute a continuing lien to secure the fall and final  payment of the principal of, and interest (and premium, if any)  on, all Bonds which may, from time to time, be executed, authen·  ticated and delivered hereunder. Subject to Section 2 of Article  IV and subject to the terms with respect to any purchase or sink·  ing fund or analogous provisions for any particular series of  Bonds as established by any indenture supplemental hereto, -all   Bonds and coupons shall in all respects be equally and ratably  secured hereby without preference, priority or diatinction on ac·   count of the actual time or times of the authentication and deliv·  ery or maturity of the Bonds and coupons, or any of them, so that   all Bonds and coupons at any time outstanding hereunder shall   have the same right, lien and preference under and by virtue of   this Indenture, and shall all be equally secured hereby, with like  





 






                         143   effect M if they had all been executed, authenticated and delivered  simultaneously on the date hereof, whether the same, or any of  them, shall actually be sold or disposed of at such date, or  whether they, or any of them, shall be sold or disposed of at some  future date, or whether they, or any of them, shall have been au­ thorized to be authenticated and delivered under Section 2 of  this Article III, or may be authorized to be authenticated and  delivered hereafter pursuai.nt ·to other provisions of this Inden­ ture.      SECTION 2. Bonds for the aggregate principal amount of  Twenty-six million five hundred thousand dolllll'll ($26,500,000),  being the initial issue of Bonds of 3lf.l% Series due 1969, may  forthwith be executed by the Company and delivered to the Trus­ tee and shall be authenticated by the Trustee and deliv_ered ( ei~~- __  before or after the filing or recording hei'eOf) to or upon the order  of the Company. Such Bonds shall be subject to the terms of the  Supplemental Indenture dated July :1, 1939, made by the Com­ pany and the Trustee and delivered simultaneously herewith, to  which· reference is hereby made for the provisions and agreements  therein con_tained in respect of the Bonds of 3'12% Series due  1969.      SE~ON 3.  Except as otherwise specifically provided in Sec­ tion 4 (h) and Section 6 (b) of this Article III, the Company  shall 1lle or deposit with the Trustee, upon .any application for  the authentication. of..  additional..Bonds. pursuant to .Sections 4,  5 or 6 of this Article III :         {G) A certifted resolution of the Board of Directors     authorizing the execution and requesting the authentication      and delivery.of the additional Bonds applied for in the prin·      cipal amount therein specified, designating the series of such      Bonds, as created by the terms of au indenture supplemental      hereto, and naming the officer or officers of the Company to      whom or upon whose order such Bonds shall be delivered.         (b) An officers' certiftcate stating in substance that:  





 






                        (1) For any twelve consecutive cnlendw· months dur·                      ing the period of fifteen calendar months immediately                      preceding the first dny of the month in which the appli·                      cation for authentication and delivery of additional                      Bonds  is made, the net earnings available for interest,                      depreciation and property retirement have been in the                      aggregate equal to not less than the greater of two and                      one-half times the amount of the annual interest charges                      on, or ten per cent; ( 10%) of the principal amount of,                            ( i) all Bonds then outstanding under this Inden­                        ture and the additional Bonds applied for;                            (ii) all prior lien bonds at the time outstanding                         and all prior lien bonds, if any, simultaneously ap-   ....... ,._          plied for; and                             · ·= ~··;·.. ·:''!.~·  .. -\. '.~·                   ,                                      .-....                            (iii) in case the Compi!.Dy shall have been con­                        solidated or merged with or into or shall have made                         a conveyance to any other corporation as permitted                         by Article XII and the corporation formed by or re­                        sulting from such consolidation or merger or to which   (                         such conveyance shall have been made, as aforesaid,                         shall not have executed and delivered to the Trustee                         and caused to be recorded a supplemental indenture                         subjecting to the lien of the Indenture all property                         and franchises then owned and which may thereafter                         be acquired by such successor corporation (other than                         'property of the character defined in the granting                         clauses hereof as excepted property), all other in·                         debtedness of such successor corporation maturing                         more than one year from the date of creation thereof;                          (!!) The net earnings available for interest, depre-                      ciation and property retirement have been cnlcnlnted                       in nccordnnce with the definition thereof contnined                       in At•t.iclc I, nnd t.o thnt end specif.ving the operating                       revenues of the  Compnny  nn<l the net  non-oper- 





 






                                           145                           ating revenues of the properties of the Company and the                          deductions therefrom all as called for by said definition;                          and                             (3) The Company is not, and by the making or grant-.                          ing of· the application will not be, in default in the per·                          formance of any of the terms and covenants of this Inden·                          ture.                         (c) An opinion of counsel to the effect that:                        I                             ( 1) Since the date of the last previous opinion of                          counsel filed with the Trustee pursuant to Sections 4, 5                          or 6 of this Article Ill (or since June 30, 1939 in the             I                          case of the ilrllt opinion 11led hereunder), no property ._ .: ;,;><::.•.                          . described in the granting clauses of this Indenture or in.~~~·;1r4~>···- ,_ .  ~- ..                          any previous certiflcate with respect to property addi-lf.' ;:"~' :·'iittr.;->                          tiona not subject to an unfunded prior lien filed with the::: c: 't_,.,. I                          Trustee, which is BtilJ. owned by the Company, has become~c.,  ' ..:.··.:',i::.~                           and still remains subject to any lien not existing thereon ·                          at such previous date prior to the lien of this Indenture                          as sec~ity fqr the. additional Bonds then applied for,                          excepting specified judgment liens and permitted liens;                             (2) The issue of the additional Bonds, the authenti·                          cation and delivery of which are being applied for, has                          been duly authorized by all governmental authorities the                          consent of which is requisite to the leglll issue of such                          Bonds or that no such consent is required; and, unless                          such opinion shall Bbow that no consent of any govern­                         mental authority is requisite to the legal issue of the                          additional Bonds applied for, it Bball specify any official                          certificates. or other documents by which such consent                          is evidenced, and the same Bballaccompany such opinion;                          and                             ( 3) The Company is duly authorized and entitled to                          the authentication and delivery of the additional Bonds                          applied for in accordance with the provisions of thia  





 






                          14.6          Indenture and to issue such additional Bonds under the         lnw~ of the Stnte of Kansas and the applicable laws         of any other juriroiction; that upon the issue of such         Bonds, such Bonds will be the valid and binding obliga­        tions of the Company and entitled to the benefits and         security of this Indenture; and that the amount of Bonds         then outstanding under this Indenture will not e:s:ceed         the amount at the time permitted by law.         (d) An amount of cnsh equal to the aggregate amount      of nil judgment liens spcciliL'<l in the opinion of counsel pro­     vided for in Subdivision (c) of this Section, less the amount      of nil clll!h then held by the Trustee on account of such judg­     ment liens, which shall be held and applied by the Trustee      8.11 a part of the trust estate and which may be withdrawn      only in accordance with Section 6 of Article VIIL · • :,...;       ~IIIOTION 4. F,rom_ time. to time hereafter the Company, in ., ~.  addition to the ·Bonds authorized to be executed, authenticated ';"··  and delivered pursuant to the other provisions of this Article  III, may execute and deliver to the Tl•nstee, and the Trustee shall  thereupon authenticate and deliver to or upon the order of the  Gompnny,  additional Bonds for an aggregate principal amount  equal to seventy per cent. ( 70%) of the net bondable value of  property additions not subject to an unfunded prior lien. The  Trustee shall authenticate and deliver such additional Bonds only  upon receipt by it of:         (a.) An engineer's certificate with respect to net bondable      value of property additions not subject to an unfunded prior      lien, showing in substance:             ( 1) The balance, if any, of the net bondable value of          property additions not subject to an unfunded prior lien,          n8 stated in the most recent certificate, if any, with respect          to net bondable value of property additions not snbject          to nu unfunded prior lien theretofore filed with the          Trustee, which shall not, however, exceed l•'ive hundred          thousand dollars.  





 






                   147      ( 2) The aggregate coat to the Company of the gro1111  property additions not subject to an unfunded prior lien  purchased, constructed or otherwise acquired by the Com·  pany during the period specified in such certiftcate and  not described in any previous certificate with respect to  net bondable value of property additions not subject to  an unfunded prior lien filed with the Trustee. A de­ scription in reasonable detail of such gro1111 property  additions, which may be itt accordilnce with the classifica·  tions then used by the Company in its property account  and may, in the case of tracts or parcels of land, be by  reference to the deeds by which the same were acquired  or to the supplemental indenture by which the same were  or are being conveyed to the Trustee, and which shllll  specify any grosa property additlona consisting of 8lll :'·  acquired plant or system, or which shllll have beeJi. ··  acquired rm..,_ paid for in whole or in part through the  issue or delivery of shares of stock or other aecuritleiu;  whether the. fair value to the ComP!IDY (as of the date  provided for in the definition of fair value to the Com·  pany contained in Article I) of any particular property  addition included in the certiftcate, except such as have  been retired by the Company, is less than the cost to the  Company thereof, and, if so, such fair value thereof; a  distribution of the cost to. the Company, or the fair value  to the Company, if the fair value is less than the cost,  of the property additions described' in the certificate  among the various classes of such property additions, to  such extent and upon such basis, which may be an esti·  mate, as the signers deem proper. If the fair value of  any property additions is less than the cost thereof to  the Company, the fair value shall be used in determining  the amount at which the gross property additions de­ scribed pursuant to the provisions of this paragraph ( 2)  are included in the engineer's certificate.        (In case the inclusion in the certificate of all of     the gross property additions purchased, constructed  





 






                                                    148                                       or otherwise acquired by the Company during the                                      period stated in the certificate would result in a bal·                                      ance of over Five hundred thousand dollars of net                                      bondable value of property additions remaining after                                      the granting of the application being made, an amount                                      of the groSB property additions plll'Chased, con·                                      strncted or otherwise acquired during such period                                      snl!lcient to prevent snchbalanc.e from exceeding Five                                      hundred thousand dollars shall be omitted from the                                      gross property additions stated in said certificate, but                                      the gross property additions so omitted may be in·                                      eluded in any later certificate, regardleSB of the period                                      covered by such later certificate. No property adiii- . .· • ,_d  .. .                                tiona subject to an unfunded prior lien, which ')rill -~ 'H.;"L-: .. . .:.-...                                      not, prior to or Bimnltaneonsly with the granting' Oi-~i" '1:~~                                      the application with respect to which the certificate is'."'' :.tF ··  · ,. ·· ·                                      then being ffied, become a funded priOl' lien, and DO • "~.                                      property additions with respect to which the Com-                                     pany cannot at the time furnish the opinion of coun-   {                                      sel; required by Subdivision (e) of this Section, shaD.                                      be included in the gross property additions stated,                                      but such property additions may be included in a                                      later certificate when such unfunded prior lien shaD.                                      become a funded prior lien or when the Company Ia                                      able to furnish t!Je opinion of. counsel, as the case m~cy                                      be, regardless of the . period <;overed by such later                                      certificate. )                                       ( 3) The excess, if any, of the bonded cost of all bond·                                    able property, which was not subject to an unfunded                                   prior lien at the date of its release, released from the lien                                    of this Indenture pursuant to Section 3 or Section 5 of                                    Article VII, during the period between the date of 11Iing                                    the most recent certificate, if any, with respect to net                                    bondnble value of property additions not subject to an                                    unfunded prior lien theretofore filed with the Trustee                                    (or June 30, 1939 in the case of the first such certi:ft·  





 






                   149   cate) and the date of filing the certificate then being  tlk>d, over the fair value to the Company of such prop·  erty at the time of such release, as stated in an engineer's  certificate filed with the Trustee pursuant to Section  3 (b) of Article VII, or over the proceeds of such prop·  erty paid over to the Trustee or the trustee of any funded  prior lien pursuant to Section 5 of Article VII, as the  case may be.     ( 4) The bonded cost of all bondable property (other  than property t•elensed from the Hen of this Indenture  pursuant to Section 3 or Section 5 of Article VII), which  was not subject to an unfunded prior lien at the date  of ita retirement, retired during the period between the  latest date of the period for which retirements were·    . ;: ...  stated in the most recent certificate, if any, with respect  to net bondable value of property additions not subject  to an unfunded prior lien theretofore filed with the  Trustee .(or June 30, 1939 in the case of the first such  certificate) and the last day of any calendar month  within the period of three calendar months immediately  preceding the first day of the month in which the par·  ticular certificate is being filed with the Trustee, or the  last day of the period during which the gross property  additions described in paragraph (2) of this Subdivision   (a) were purchased, constructed or otherwise acquired,  if such date is later.      ( 5) In case the gross property additions described  in the certificate shall include property additions subject  to an unfunded prior lien, which prior to or simultane­ ously with the granting of such application will become  a  funded prior lien,-the bonded cost of all property  additions which wet•e subject t.o such nnrnnded prior  lien and  which have  not been deducted in a cer­ tificate with respect to net bondable value of property   nd"ditions not subject to an unfunded prior lien filed with   the Trustee, that have been retired by the Company dur·  





 






                                                150                                ing the period between the date of its first acquisition of                               property additions subject to such prior lien and the                               last day of any calendar month within the period of                               three calendar months immediately preceding the first                               day of the month in which the particular certificate is                               being filed with the Trustee, or the last day of the pe­                              riod during which the gross property additions described                               in paragraph ( 2) of"this Subdivision· (a.) were purchased,                               constructed or otherwis.e acquired, if such date is later.                                   ( 6) The aggregate of :  "'"· """'·                         ( i) the amount of all cash in the trust estate                                   which has heen withdrawn pursuant to Section 1 of . , .~ :~                                   Article :VIII on the. brisls of property additions: not,~~;}\'4 . 'f "-' ,,                                  subjeet t~ an unfunded prior lien,        ·  :·''':":;:,~'" · ·· ···                                     ( ii) the amount of all cash received by the Trustee                                   as release 'moneys which has been applied to any                                   sinking· fund payments pursuant to Section 5 of                                                                                        (                                   Article VIII,                                     (iii) the amount by which all cash required to be                                   deposited with the Trustee as part of the trust estate                                   has been reduced on the basis of property additions                                   no~ subject to an unfunded prior lien by simultaneous                                  compliance with Section 1 of Article VIII,                                during the period between the date of filing the most                                recent certificate, if any, with respect to net bondable                                value of property additions not subject to an unfunded                                prior lien theretofore filed with the Trustee (or June 30,                                1939 in the case of the first such certificate) and the date                                of filing the certificate then being filed.                                   ( 7) The aggregate of:                                      (i) the amount of all cash in the trust estate which                                   is simultaneously being withdrawn pursuant to Sec·                                   tioi:) 4 of Article VIII; and  





 






                                               151                                   ( ii) the nmount by which ull cash re<Juired to be                               d<•po~it.etl with t.hc Trustee us part of the trust estate                               is being rctlnc<•tl by simnltunLoous compliance with                               Section -t of AJ•ticle VIII.                               (8) Ten-sevenths ( 1 %ths) of the amount of cnsh, if                            any, which is simultaneously being withdrawn pursuant                            to Section 3 (a) of A1·ticle VIII.                               (!l) Ten-sevenths ( 1 %ths) of the aggregate principal                            amount  of additional llonds then applied for upon the                            bnsis of property additions.                               ( 10) The balance of net bondable value of property ·                            additions not subject to nn unfunded prior lien, llhown              ;;~fih.·  ·:~~--·._ ..              by snid certiftcate, remaining after the granting of the(     "·l~{;:/::·· :~-4~~                            application then being made which shall be computed by                                                                                                 K.::;: ,;.                            taldng                                                               . .; : ..                                                                                                • --·~.!- p                                                                                                 .";...  ,                                   (i) the sum of the amounts  stated pursuant to                               paragraph  ( 1) of this Subdivision (a), and the total                               of the. gross property additions stated pursuant to                               paragraph  (2) of this Subdivision (a);                            and subtracting therefrom                                   (ii) the sum of the amounts stated pursuant to                               paragraphs  (3),  (4),  (5),  (6), (7), (8) and (9) of                               this .subdivision- (a).                               (11)  That the gross property additions described in                            the certiftcnte are property additions as defined in Article                            I; that no portion of such property additions wns  in­                           cluded in any other certificate with respect to net bond­                           able value of property additions not snbject to an un­                           funded prior lien !iletl with the Trustee; that snell prop­                           erty additions, except such ns lm\·c been retired, m•e                            desirable in the comluct of the busim•ss of the Company;                            that the distribution made by the signers of the cost or                            the fair value of nny of sno~h property additions ls, in the  





 






                   15!!   opinion of the signers, proper; and that the bonded cost  of bondable property not subject to an unfunded prior  lien retired by the Company during the period since the  last day of the period covered pursuant to paragraph (4)  of this Subdivision (a) does not exceed the oggregate of   ( i) the balance of net bondable value of property addi·  tiona not subject to an unfunded prior lien stated purau·  ant to parogrnph (lO).of.this Subdivision (a), and (ii)  the cost to the Company of the gross property additions  not subject to an unfunded prior lien not included in any  certificate with respect to net bondable value of property  additions not subject to an unfunded prior lien 1lled with   the Trustee.                                         .0 ;J                                                        ~- -~·     (12) That  the allowanct!ll or charges, if any fcir5~ ,--.-~~:~ :dliitc  interest, taxes, engineering, legal expenses, Buperinten·-' ~-;.;_:· ..... _.- -'····r"'2ft:t*'• -··., :·  ··:::~t  deuce, insurance, casualties and other items during con· - ·~--'];:  struction, included in the cost to iii.e' Company of such · ' - of the property additions described in the cerW!.cate  as were constructed by or for the Company, are such 1111  are properly chargeable to fixed property accounts under  the regulations, rules and orders, if any, with respect to  such matters in force at the time of construction, of the  State Corporation Commission of Kansas or other public- body  or authority having jurisdiction or snpervisory  authority over the accounts of the Company, and are such  as are, in the opinion of the signers, proper in respect  of the particular property additions specified.      ( 13) That no portion of the cost or the fair value  to the Company  of such property additions described  in the certificate should properly have been charged to  maintenance or repairs, and that no expenditures are  included in the certificate, which under the regulations,  rules and orders, if any, with respect to such matters  in force at the time, of the State Corporation Commission  of Kansas  or other public body or authority having  





 






                   153   jurisdiction or supervisory authority over the accounts  of the Company, or, if there are no such regulations,  rules and orders, in the opinion of the signers, are not  properly chargeable to fixed property accounts.   · (14) Whether any portion of the property additions  described in the certificate is u.t the time subject to a  prior lien, and, if so, the total amount of all prior lien  bonds secured thereby and a brief statement of the nature  and extent of the mortgage or other lien securing the  same, and whether such prior lien is a funded prior lien,  and, if not, specifying the amounts of prior lien bonds  and cash which must be deposited with the Trustee or  with a trustee or other holder of any prior lien securing . :                                                      :;~:.·.__ ' ''  such prior lien bonds or other funded prior lien bonds, in '·: ... - ' ~:·_.,:,:._~.: =.;. __.                                                       ·~-u=:=··.. -- order to constitute such prior lien a funded prior lien; and ··   whether any portion ot st~:c!!-" property additions is, at  the time, subject tO ·a judgment lien and, if so, a brief  statement of the nature and extent of such judgment  lien and what, if any, funds have been theretofore de­ posited· with· the Trustee on account of such judgment  lien.      ( 15) -That no portion of the property additions de­  scribed in the certificate is subject to u.ny mortgage.  pledge or other _lien prior to the lien of this Indenture,   except the prior liens and.judgment liens, if any,. speei·.   fled pursuant to paragraph ( 14) above and permitted   liens and, in the case of property additions to or upon   leasehold estates, as permitted by this Indenture, tbe lien   reserved by the lease for rent and for compliance by the   Company with the terms of the lease; and that no portion   of such property additions is subject to any easement or   similar encumbrance except such as, in the opinion of the   signers, does not impair the continued use of such prop­  erty additions for the purposes for which they were ac·   quired.  





 






                      154         (16) Thnt the te1·ms used in .the certificate which are     defined in Article I nre used as therein defined.    (b) In case any property additions are shown by the  engineer's certificate provided for in Subdivision (a) of this  Section 4 to consist of an acquired plant or system, an inde­ pendent engineer's certificate stating, in the opinion of the  signer, the fair value to the Company of the gross property  additions consisting of such acquired plant or system, except  such as have been retired by the Company, determined as  provided in Article I.    {c) In case any property additions are shown by the  engineer's certi.ftcnte provided for in Subdi\ision {a) of this  Section 4 to have been acquired or paid for in whole or in~,-.,.,: .•  part through the issue or delh·ery of shares of stock or other':;~?'· :;;:;;  securities, an appraiser's certificate, stating the fair value '·.;  in cash of such shares of stock or other securities at the time  of the issue or delivery thereof in· payment for such property  additions.    (d) Such instruments of conveyance, transfer and assign­ ment ns, in the opinion of counsel, may be necessary to vest  in the Trustee to hold as a part of the mortgaged property  all right, title and interest of the Company in and to the  p1·operty additions described plll'81lant to Subdivision (a)  ( 2) of this Section 4, or the opinion of counsel that no such  instruments are· necessary ·for such purpose.     (c) An opinion of counsel to the effect that :         (1) The Company has, or upon delivery of the lnstru·     ments of conveyance, tranafer or assignment, if any, speci·      fled in such opinion will have, good title to any tracts or      parcels of land mentioned or described in the engineer's      certificate provided for in Subdivision (a.) of this Sec­     tion 4 (e:tcept such as have been retired), subject only      to sneh defects the1·ein ns the Company may hnve power      by appropriate legal proceedings to cnre, or which, in the  





 






                                                155                                opinion of such counsel, are inconsequential, end to such                               liens and encumbrances as are referred to in paragraph                                (6) below;                                   (2) If such property additions include any trans­                              mission line or distribution line equipment or dams or                               other similar structures installed by the Company under                               easements, rights-of-way, or leases over private property                               for towers, poles, wires, conduits or mains, or for trnns·                               mission line or distribution line purposes, or rights, per·                               mits or licenses to use or appropriate water or to overftow                               the land of others by the erection of dams or otherwise,                               or such easements, rights-of-way and leasehold interests _                               or such rights, permits or licenses, the Company is en· >,;,jt;.:. · oe;,,                               titled to such ~ig~t-of-way o: easement or such leasehold·~--).),4(:",i; f~'·                               interest or such nght, periillt or license, as the case may.,;..,""~'·-· ,,..;,. .. :.  •':.                         be, for a~ .unlimited period of time, or for a period of :-·:;:.'. ·c:~;.·;· -· ·- ·                               tiine extending for SO long as the Company shall COn~-.·,~;: ·-· T< .. ~:. .  .  .                               tinue to use the same for the pul,'poses for which they !                               were granted, or for a period extending beyond the date of ·                                maturity of the additional Bonds applied for and also                               beyond  the date of maturity of all Bonds then out-                               standing under this Indenture, subject only to such                                defects in the rights of the Company thereto as the Com-                               pany may have power by appropriate legal proceedings                                to cure or as, in the opinion of- such counsel, are inconse-                               quential, and subject to such'lieiui and encumbrances as                                are referred to in paragraph ( 6) below; ·                                   ( 3) If such property additions include an-y trans·                                mission line or distribution line equipment or du.ms or                                other similar structures located or constructed on, over                                or under public highways or other public property, the                                Company has the lawful right, under permits or fran·                                chises granted by a governmental body having jurisdic·                                tion in the premises or by the law of the State in which                                such property is located, to maintain and OlJerate such                                equipment or structures for an unlimited, indeterminate                                or indefinite period of time or for the period, if any, speci·  





 






                                                     156                                     ficd in such permit or franchise or law, and to remove                                    such equipment or structures at the expiration of the                                    period covered by such permits or franchises or law or                                    that the terms of such permit or frnnchise or law require                                    any public authority having the right to take over such                                    equipment to pay fair consideration therefor;                                       (4) The Company  hilS corporate power to own and                                    operate such property additions;                                       ( 5) The nature and extent of the prior liens and                                    judgment liens, if any, on such property additions are                                    correctly stated in said engineer's certificate; and                                       (6) The Indenture ill, or upon the delivery of the                                     instruments of conveyance, triLDllfer or assignment or ·of . _., '~' " ··; -··  -~· .                             prior lien bonl!a or certificates or payment of cash, if ·· ·                                    any, speclfted in such opinion, will be, a lien upon all                                    property additions described in said engineer's certificate                                     (except such BB have been retired) free and clear of any                                    mortgage or other lien prior to the lien of this Indenture,                                    except specified funded prior liens, if any, specified judg-                                   ment  liens, if any, permitted liens, and, in the case of                                    property additions to or upon leasehold estates, as per-                                   mitted by this Indenture, the lien reserved by the lease for                                    rent and for compliance with the terms of the lease, and                                    free and clear of any eaaements or similar encumbrances,                                    except such ns, in. the.opinion ot such counsel, do not                                    impnir the use of such property additions for the pur-                                    poses for which they were acqu;red,                                    (/) The prior lien bonds and cnsh in the amounts neces­                                sary in order to constitute nny unfunded prior liens, specified                                 in the engineer's certificate and opinion of counsel provided                                 for in Snbilivisions (a) and (e) of this Section 4, funded                                 prior liens, or the certificate of the trustee or other holder of                                 the prior lien securing such prior lien bonds or other funded                                 prior lien bonds certifying to the deposit with it of such prior                                 lien bonds or cash.  





 






                          157          (g) An amount of cash eqno.l to the aggregate of all jndg,      ment liens specified in said engineer's certificate and opinion      of counsel, less the amount of o.ll cash then held by the      Trustee on account of such judgment liens, which sho.ll be      held and applied by the Trustee as part of the trust estate.         (h) The resolution, certificate, opinion of counsel and      cash required by Section 3 of this Article III, except that, in      case an application for the· authentication and delivery of      Bonds upon  the basis of property additions subject to an      unfunded prior lien, which simultaneously with the granting      of such application will become a funded prior lien, is made      at any time after a date two years prior to the date of ma­     turity of the prior lien bonds secured by such prior lien, the      Trustee sho.ll authenticate and deliver such additiono.l Bonds      in an amount equo.l to the principo.l W~ount of o.ll prior lien      bonds secured by such prior Uen outstanding immediately      prior to its becoming a funded prior lien, withoUt requiring      the certificate provided for in Section 3 (b) of this Article      III, upon receipt by it of an ofll.cers' certificate stating, in BUb­     stance, that. o.ll the additiono.l Bonds applied for, or the pro·      ceeds of the sale thereof, will be applied by the Company to      the extent necessary to make such prior lien a funded prior      lien or to pay indebtedness incurred by the Company for such      purpose.      SECTION 5. From  time to time hereafter the .Company, in   addition to the Bonds authorized to be executed, authenticated   and delivered pursuant to the other provisions of this Article   III, may execute and deliver to the Trustee, and the Trustee sho.ll  thereupon authenticate and deliver to or upon the order of the   Company, additional Bonds for an aggregate principal amount   equal to the amount of cash which shall be depoeited with the   Trustee pursuant to this Section 5, but only upon receipt by the   Trustee of:         (a) Cash in an amount equal to the aggregate principal      amount  of additiono.l Bonds applied for pursuant to tbi&  





 






                         158      Section 11, which shall be held and applied by the Tnultee     as a part of the trust estate and which may be withdrawn onq     in accordance with Section 3 of Article VIII, and        (b) The resolution, certificate, opinion of counsel and     cash required by Section 3 of this Article m.      SEOTION 6. From time to time hereafter the Company, in  addition to the Bonds authorized to be executed, authenticated  and delivered pursuant to the other provisions of this Article  III, and in substitution for any refundable Bonds, may execute  and deliver to the Trustee, and the Trustee shall thereupon au­ thenticate and deliver to or upon the order of the Company,  additional Bonds for an aggregate principal amount equal to  the aggregate principal amount of the refundable Bonds made  the basis for the application therefor, but only upon the receipt ''':"" · ·'  by the Trustee of:                                     · · · - "         (e) An o111.cera' certiilcate stating in- substance             (1) The series and the aggregate principal amount      (         of the Bonds in substitution for which additional Bonds         are to be authenticated and delivered;            (2) That no part of the Bonds made the basis for         the application have theretofore been made the basis for         the authentication and delivery of additional Bonds pur­        suant to this Section 6, or for the withdrawal of cash         included in the trust estate or for the reduction of the         amount of cash required to be deposited in the trust estate         under any provision of this Indenture;            (3) That no part of the Bonds made the basis for         the application were paid or redeemed or purchased with         moneys included in the trust estate;             (4) That no part of the Bonds made the basis for         the application were paid or redeemed or purchased pur­         suant to the provisions, or used in anticipation of the  





 






                                             159                              requirements, or made the basis for any reduction in the                             amount, of any sinking fund or analogous fund estab­                            lished by any indenture supplemental hereto, which does                             not permit the authentication of additional Bonds upon                             the basis of Bonds paid, redeemed, purchased, used for                             or made the bnsis for reduction in the amount of such                             sinking fund or analogous fund; and                                ( 5) Whether all of the Bonds made the basis for the                             application were theretofore · iSsued ·by the Company;                             and                             (b) The resolution, certificate, opinion of counsel and                          cnsh required by Section 3 of this Article III, except that,                          in any case where Sllch application is upon the basis of the  '.-~.· ..·t.:           payment at maturity of Bonds, which were theretofore issued · ·                          by the Company, or the redemption or purehnse thereof                          after a date two years prior to the date of their maturity, the ·                          certificate provided for by Section 3 (b) of this Article m                          need not be filed with the Trustee, but in lieu thereof there                          s'hnll be filed with the Trustee an ofllcers' certificate stating,                          in substance, thnt nil of the additional Bonds so applied for,                          or the proceeds of the sale thereof; will be applied by the                          Company  to the e:'ttent necessnry to elfect the retirement by                          payment, redemption, purchase or exchange of the Bonds                          made the bnsis for the application or the payment by the .                          Company of moneys borrowed for such purpose.                                            ARTICLE   IV.                                 PARTICULAR CO\'ENANTS OF THE COMPANY.                          The Company hereby covenants, warrants and agrees:                          SECTION 1. That the Company will punctually pay or cause                       to be paid the principal, premium, if any, and interest to become                       due in respect of nil the Bonds duly issued hereunder according  





 






                          160   to the terms thereof. As the coupons are paid they shall be forth·  with canceled.      SECTION 2. That no coupon or claim for interest which in  any way at or after maturity shall have been transferred or  pledged, separate or apart from the Bond to which it relates, or  which shall in any manner have been kept alive after maturity  by extension or by purchase thereof by or on behalf of the Com­ pany, shall be entitled, in. case of a default hereunder, to any  benefit of or from this Indenture, except after the prior payment  ln fall of the principal of the Bonds and of all coupons and claims  for interest not so transferred, pledged, kept alive or extended.      SEOTION 3. That the Company lli lawfnlly seized and poa- llelllied of all the mortgaged property; that it has good right ·am11 i! }{;,~," _·.:  ·:,~  lawful authority to mortgage the Bllllle as provided ln thlli .Inden_. · · · ·-'r · ·_,­  ture; and that the mortgaged property Is, atJhe actual date of the  initial issue of Bonds, free and clear of any deed of trust, mort.  gage, lien, charge or encumbrance thereon or affecting the title  thereto prior to this Indenture, except as set forth in the granting  clauses hereof.      SECTION 4. That the Company will at all times keep an office  or agency, while any of the Bonds are outstanding, at each place  at which the principal or interest of any of the Bonds shall be  payable, where notices, presentations and demands to or upon the  Company iri respect of such Bonds or coupons as may be payable  at such place or in respect of this Indenture may be given or  made, and will give the Trustee written notice of the location  of and any change in the location of each such office or offices  or agency or agencies. In case the Company shall fail to main­ tain such office or offices or agency or agencies the principal office  of the Trustee shall be conclusively deemed to be the office or  agency of the Company for such purposes, and the Company  hereby appoints the Trustee its agent, on its behalf, to receive  all B11Ch notices, presentations and demands.  





 






                                          161                      SECTION 5. That the Company will at all times protect its title                  to the mortgaged property and every part thereof against loss by                  reason of any foreclosure or other proceeding to enforce any lien                  thereon prior to the lien of this Indenture. That the Company                  will duly pay and discharge, or cn use to be paid and discharged,                  as the some shall become due and payable, all taxes, rates, assess·                  menta. and governmental and other charges lawfully levied and                  imposed upon the mortgaged property, including. the franchises,                  earnings and business of the Company, and will duly observe and                  conform to all valid reqairements of any governmental authority                  relative to any part of such property, and all covenants, terms and                  conditions under or upon which any part of such property is held;                  and that the Company will not anfl'er any mechanics', laborers', >                  statutory or other similar lien or charge to be hereafter created..  ~,,.,_ . :·~i ,, .. · . ·  ···~~           or remain. upon such property or any part thereof, or the income··.,, .•. ·· : ''~r~·~·~··;rt:                  therefrom. However, nothing contained in this Section shall re- ·                  qaire any such tax, 118Beasment, lien or charge to be paid or any                  such requirement to be complied with so long as the validity                  thereof shall be contested in good faith, unless thereby, in the                  opinion of the Trustee or of counsel selected or approved by the                  Trustee, any of such proper.ty may be lost or forefeited.                      SECTioN 6. That the Company will,                         {a) at all times cause all of the mortgaged property,                      which is of a character usually insured by companies simi·                      larly situated and ·opet•ating·Iike properties, ·properly to be                      insured against loss or damage from such hazards and risks                      as are usually insured by companies similarly situated and                      operating like properties, to a reasonable amount in respon·                      sible stock companies, mutual companies, or reciprocal nsso·                      ciations, but no particular hazard or risk need be insured                      except to the extent of the excess thereof, if any, over Fifty                      thousand dollars; but the Company may from time to time                      adopt another met.hod 01' plnn of protection against such loss                      or dnmage in substitution, or partial substitution, for the                      aforesaid insurance, if such plan or method shall afford pro- 





 






                                                 162                              tectiou to tlte Trustee and the trust estate, ·in the opinion                             of the signer of an independent engineer's certificate, at least                             equal to the plan or method of protection against such loss                             or damage then adopted by companies similarly situated and                             operating properties subject to similar or greater hazards or                             risks, but before any such other method or plan may be                             adopted by the Company,_ tbe1·e shall be filed with the Trns·                             tee:                                   ( 1) an independent engineer's certificate, stating                                that, in tbe opinion o~ the signer, such method or plan   •. -- ;                       of protection is in accordance with the requirements of  :;;-:···· 1·                  this Subdiviaion (a) and affords adequate protection to                                tbe Trustee and the trust estate against loss and dnmage .j·                                from hazards and risks covered thereby, and doea not . . ~-""'·" ....                                lessen the protection aguinst auch loss or damage exist-.··' .· '-""'!{~""---_:,~·:';                                ing immediately prior to the adoption of such method or                                plan; and                                   ( 2) an oftlcera' certifl.cate setting forth the detaila of                               such method or plan;                                      (                                (b) cause any particular loss in excess of Ten thousand                             dollars, which has been insured, to be made payable and to                             be paid to the Trustee, to be held and applied by the Trustee  ....                       as a part of );he trust estate, except that, if the terms of the                             mortgage or other instrument securing any prior lien bonds                             require the payment. thereof to the trustee or other holder                             thereof, any such loss may be payable and may be paid to                             such trustee or other holder ;                                (c) cause all proceeds of any insurance payable directly                             to it to be applied to the replacement of, or improvements                             to, or both, of the mortgaged property;                                (d) at any and all times upon the written request of the                             Trustee and in any event in April of each calendar year, be­                            ginning with the year 1940, furnish to the Trustee an oftlcera'  





 






                          163       certificate stating in substance that the Company has com·     plied with all the terms aud conditions of Subdivision (a.)      of this Section and, except where another plan or met110d     of protection has been adopted as permitted by' said Sub·     division (a), containing a detailed statement of the insur­    ance then outstanding nnd in force provided for under said     Subdivision (a.), including the names of any insurance com·     panies which have_ insured, th!l amounts thereof and the     property, hazards and risks covered thereby; and        (e) whenever requested in writing by the Trustee, cause      the policies of insurance carried pursuant to this Section to     be delivered to the Trustee for enmlnation or inspection, and     the Trustee shall, within thirty (30) days from the date of     such delivery, return ouch policies to the_ Company.     SECTION 7. That the Company will at all times make or cause  to be made such expenditures by means of renewals, replacements,  repairs, maintenance, or otherwise ns &ball be necessary to main·  tain, preserve and keep. the mortgaged property at all times in  good repair, physical condition, working order and condition and  in a state of good operating ef!lciency, except that the Company  may abandon any property ns provided in Section 2 (b) of Article  VII.      SECTION 8. That the holders of the capital stock of the Com·  pany entitled to vote thereon and the Board of Directors of the  Company, at meetings thereof respectively. duly convened and  held, have duly authorized the execution and delivery of this  Indenture to secure the Bonds issued and to be issued hereunder,  and that all requirements at law and the by-laws and articles of  incorporation of the Company have been fully complied with and  nil other acts and things necessary to make this Indenture a valid,  binding and legal instrument for the security of the Bonds have  been done and performed.  





 






                                               164                           SECTION 9. That, If the Company shall flill to perform any of                       the covenants contained in Sections 5, 6 and 7 of this Article,                       the Trustee, or any receiver appointed hereunder, may make                       advances to perform the same in. its behalf; and the Company                       hereby agrees to repay all sums so advanced in its behalf, on                       demand, with interest at five per cent. (5%) per annum after                       demand, and all sums ao advanced, with interest as aforesaid,                       shall be secured hereby having the benefit of the lien hereby                       created, in priority to the indebtedness evidenced by the Bonds                       and coupons; but no such advance shall be deemed to relieve the                       Company from any default hereunder.                           SIIIOl'ION 10. That the Company will cause this Indentnre and _ .                       all indentnrea supplemental hereto at all times to be recorded~,,,."'···~-, ... ,~                       and illed ud kept recorded and illed in such mauner and m meh ;.;..(i'!t··.:;;, ,;.:• · ·:~;:                       placee 1111 may be provided by law m order fully to preserve and    ..•.                       protect the security of the Bondholders and all the rights of the ... ·. , "   ,;.,·                Trustee.                                                                                             ;                          SECTION 11. That the Company will, upon reuonable request,                       execute and deliver such further instruments and do such further                       acts 1111 may be necessary or proper to carry out more efl'ectually                       the purposes of this Indenture, especially to make subject to the                       lien Jiereof any property agreed to be subjected hereto, or intended                       so to be, to transfer to llllY new trustee or trustees the estate,                       powers, instrume11ts . and funds held in trust hereunder and to                       confirm the lien of this Indenture with respect to any series of                       Bonds.                           SI~CTION 12. That in cnse the Company shnll hereafter create                       any mortgage upon, or pled::te of, the mortgnged property or any                       part th<:'reof, such mortgage or pledge shnll be and shall be e:s:­                      pr<:'ssed to be subject to the prior lien of this Indenture for the                       security of all Bonds then authenticated and delivered or there­                      after to be authenticated nnd. delivered hereunder. That, subject                       to the provisions of Article XII, in case the Company shall here- 





 






                          165   after acquire or own any property (other than property of the  nature specifically excepted by the terms of the granting clauses  of this Indenture), which is not subject to a· prior lien and which  it has the power to subject either to the lien of this Indenture or  to a prior lien as a first lien, it will subject such property to the  lien of this Indenture as a first lien.     SECTION 13. That the Company will not execute, or permit  to be authenticated and delivered, any Bonds hereunder in any  manner other than in accordance with the provisions of this  Indenture and the agreements in that behalf herein contained,  and will not suffer or permit any default to occur under this  Indenture, but will faithfully observe and perform all the con·  ditions, covenants and requirements of this Indenture (including     .:.. "  all indentures. supplemental hereto).      SEICTION 14. · That·the Company will not acquire, by purchase,  merger or otherwise, any property subject to a lien. or liens which  will on acquisition be an unfunded prior lien or prior liens,         (a,) if at the time of first acquisition by the Company of      property subject to such lien or liens, the principal amount of      outstanding indebtedness secured by such lien or liens shall      exceed seventy per cent. (70%) of the lesser of the cost or      the fair value of the property of the nnture of property addi·      tions subject to such lien or liens; and          (b) unless the net earnings of such property available for      interest, depreciation and property retirement (determined      in the manner provided in Article I) for any twelve consecu·      tive calendar months during the period of fifteen calendar      months immediately preceding the first day of the month in      which the first acquisition of property subject to such lien or      liens occurs, shall have been in the aggregate equal to not      less than the greater of two and one-half times the amount of  





 






                          166      the annual interest charges on, or ten pt•r ct'nt. ( 10%) of the     principal amouat of, nil outstantling imlebtedness secured     by snch lien or liens.   That, in case the Company shall propose to acquire any property  subject to such 11 lien as perwittetl by this Section, it will prior  to, or sinmltnncously with, the first ncquistion of any such prop­ erty file with the Trustee certificates with respect to such property  of the nature prescribed by paragraphs(!!), (l·t), (15) nnd (16\  of Section 4(a) of Article III ami Subdivisions (b) and (c) of  aaltl Section 4 antl Section 3  ( b \ of Article III (except that the  certificate of the nature prescribed by _Section 3 {b) of Article ...  III shnll refer only to the net enrnings of such property and to" . ,~<: ·'ij  the indebtedness secured by snch liens to which sneh property' 'iii' ~--~:;:rs:·:!i~ ·  subject), and an opinion of the nature prescribed by paragraphs' ..,·;:;·_,....  : "  (1·) to (5), both inclusive, of Section 4(c) of Article III.      SECTION 15. That the Company will not issue, or permit to  be issued, any prior lien bonds secured by any funded prior lien  in addition to the prior lien· bonds secured by such prior lien at  the time it became a funded prior lien, other than in lieu of lost,  stolen or mutilated bonds or on the exchange for bonds already  outstanding of an equnl principal amount of other bonds of the  same issue and the same series, if any, and of the same maturity.      SECTION 16. That the Company will not issue or permit to  be issued, any prior lien bonds secured by any unfunded prior  lien in addition to the prior lien bonds secured by such unfunded  prior lien at the time of first acquisition by the Company of prop­ erty subject thereto (other than in lieu of lost, stolen or muti­ lated bonds or on the exchange for bonds already outstanding of  an equal principal amount of other bonds of the sume issue and  the same series, if any, and of the same maturity),  





 






                                              167                              (a) except upon the basis of                                ( 1) property additions subject to such unfunded                             prior lien or prior liens purchased, constructed or other­                            wise acq nircd by the Company after the time of the                             first UCI}uisition by the Company of property subject                             to such unfunded prior lien, and then only to the extent                            :of seventy percent. (70?'o) of the amount of net bondable                             value of such property additions·;                                ( 2) the deposit of cash with the trustee of such prior                             lien or with the Trustee in an amount equal to the prin·                             cipnl amount of the prior lien bonds to be issued, which                             cash may thereafter. be withdrawn only on the basis of · ·:   -• .s..-.::..1.'   r ·. ··': (i) property additions purchased, constructed or other~_,.;~{ .....: ...  L....  : • ·. "' .:;  .. ".i'-'·.\ •'-' ·-·       •      •                                 .    •--~~>.!-;• ~- ~-~- ,_~:~, ;~:·.;;.·.::~- .:,_'<0'1!.'..~·    , ..                     Wlse acquired by the Company after the time of its ftrBt ~'m'' ,·. ·,_,1,.::;:'.;"'.'' ,,.,;~                             acquisition of any property subject to ouch unfunded ·: ;:. i"                         . · ·· · prior ·lien, in an amount not exceeding seventy per cent. :; .'·.                             (70%) of the amount of the net bondable value of such ·                             property additions, or ( ii) the cancellation of prior lien                             bonds secured by such prior lien in a principal amount                             equal to the amount of cash withdrawn; or                                ( 3) an equal aggregate principal amount of prior lien                             bonds secured by such unfunded prior lien, or by another                             unfunded prior lien which constitutes a lien on all or                             part of the property subject to such unfunded prior lien                             prior to the lien thereof; lind th.en or theretofore paid at                             maturity by the Company or redeemed or purchased by                             the Company  (otherwise than out of funds included in                             the trust estate or similar funds held by the trustee or                             other holder of such prior lien or other prior lien) or                             otherwise canceled;                          and                              {b) unless the aggregate of the net earnings available for                          interest, depreciation and property retirement (determined  





 






                                              168                           ns provided in Article I), for any twelve consecutive cal­                         endnr months during the period of fifteen calendar months                          immedintely preceding the first day of the month in which                          the additional prior lien bonds IU'e to be issued, have been, in                          the aggregate, equal to not less than the greater of two and                          one-half times the amount of the annual interest charges on,                          or ten per cent. (10%) of the principal amount of, tile in­                         debtedness specified in subparagraphs (i), (ii) and (iii) of                          Subdivision (b) (1) of Seetion 3 of Article III; provided                          tllrtt, if such application is upon the basis of payment at                          maturity of prior lien bonds theretofore sold or otberwise dis­                         posed of or the redemption or purchase thereof after a date                          two years prior to the date of their maturity, the provision111 . ,..                          of this Subdivision (b) shall apply only to the &tent set forth · ;i) \ -;·. ;.·                          ·-"'.... .,u bdi-'-' .....on  ( co  ) 0  f twu.. ,_"' cec  tlon  16•  "'""'''""··:~~ic-,·"''"''·.:.-".~'~"···-~'f:.•'-;;'":Jii'L                                                                            .  • ••• -~.17:~· _.. • •..•                                                                                 ···-•.  ·o·:-                        That, in case the Company shall propose to .issue any addi· . .. :~:·f?- -~- _.:;·~                                                                                 .:,~.·i,·: -·~-                     tionnl prior lien bonds as permitted by this Section, it will, prior                      to the issue thereof, file with the Trustee                             (a a l In the case of the issue of additional prior lien bonds                          as permitted by Subdivision (a) ( 1) of this Section, a cer­                         tificate of the nature prescribed by Section 3 (b) of Article                          III and certificates and opinion of the nature prescribed by  ..;.                    Subdivisions (a), (b), (c) and (e) (1) to (5) both inclusive,                          of Section 4 of Article III ( e:s:cept that such certificates and                          opinion shall refer to the issue ·of additional prior lien bonds                          and to property additions subject to an unfunded prior lien, '                          and except that paragraphs ( 3) to ( 10), both inclusive, of                          the certificate provided by Subdivision (a) of said Section                          4 shall be. omitted nnd in lieu thereof appropriate para­                         graphs shall be inserted relating to the deductions and com­                         putations required to be made by the definition of net bond·                          able value of property ndditions subject to an unfunded                          prior lien contained in Article I), together with an opinion  





 






                       169   of counsel to the effect that the property additions made the  basis for the issue of such additional prior lien bonds are  subject to no lien, other than permitted liens, except the prior  lien securing the prior lien bonds.       ( bb) In the case of the issue of additional prior lien bonds  .as permitted by Subdivision (a) (2) of this Section, a  certificate of the nature prescribed by Section 3 (b) of Article   III, except that such certificate' shall refer to the issue of  additional prior lien bonds rather than additional Bonds,   together with evidence satisfactory to the Trustee that cash   depoaited may be withdrawn only on the basis permitted in   Subdivision {a) (2) .of this Section.       ( cc) In the case of the issue of additional prior lien.       . .·   bonds as permitted by Subdiviaion (a) (3) of this Section,   an officers' certificate stating in substance that no part of   the prior lien bonds made the basis for the issue of the   additional prior lien bonds have theretofore been made the   basis for the issue of additional prior lien bonds or for the   release of property or for the payment by the trustee or other   holder of the prior lien securing such prior lien bonds of any   cash held by it as security for such prior lien bonds and that   no part of such prior lien bonds have been purchased, re­  deemed or paid out of any such cash, and a certificate of the   nature prescribed by Section 3 (b) of Article III, except that .   such certificate shall refer to the issue of additional prior   lien bonds rather than additional Bonds, provided that, if   the issue of additional prior lien bonds is made on the basis   of tbe payment at maturity of outstanding prior lien bonds   theretofore sold or otherwise disposed of or the redemption   or purchase thereof nfter a dnte two years prior to the date   of their maturity, sucb additional prior lien bonds mny be   authenticated and delivered in an amount equal to the prin·   cipal amount of all prior lien bonds thus paid, purchased or   redeemed without requiring such earnings certificate, upon  





 






                         170      :receipt by the Trustee of an officers' certificate stating in      substance that all of such additional prior lien bonds, or the      proceeds of the sale thereof, will be applied by the Company      to the extent necessary to purchase, pay or redeem said out­     standing prior lien bonds or to pay indebtedness incurred      by the Company for such purpose, and agreeing in the case      of the sale of such additional prior lien bonds that the pro­     ceeds thereof shall be forthwith upon :receipt thereof depoa­     ited with the Trustee or with the trustee or other holder of      the prior lien securing said outstanding prior lien bonds, in      trust for the purpose of paying said outstanding prior lien      bonds or stating that other moneys have been deposited or      paid for such purpose.      SEC'l'ION 17. That, except as in Article VI otherwise pi-0. ·•-','!it~~~~.i  vided, the Company will faithfnlly perform or cause to be per- ·:_ ~--- .. · .. - .  forl!1.~ all the terms, covenants and conditionll to be performed  by the mortgagor in any prior lien contained. But nothing con- tained herein shall be construed to prevent the extension or     (  renewal of any prior lien or any indebtedness secured thereby,  including the principal of any outstanding prior lien bonds.      SECTION 18. That the Company will not apply for, and will  not obtain,          (e) either             ( 1) the release from any prior lien of any bondable         property, or            (2) the payment to it of any moneys deposited with         the trustee or other holder of any prior lien upon the         release of any bondable property, or upon payment of         the principal of any obligations deposited upon any such          release, or upon the release of any of such obligations,  





 






                         171         or on account of the loss or destruction of any such        property,     upon the basis of non-bondable property; or        (b) the payment to it of nny moneys deposited with the     trustee or other holder of nny prior lien upon the release     of any property or upon payment of the principal of any     obligations deposited upon ·any, such· ··release, ·or upon the     release of any of such obligations, or on account of the loss     or destruction of property, upon the basis of either           (1) property acquired by the Company prior to the        date of the application for the release of property with        respect to which such cash or obligations were deposited        or prior to the loss or destruction, as the case may be, or·'·'(·           (2) the cancellation of prior lien bonds which have        never been sold or otherwise disposed of,      unless such moneys are forthwith deposited with the Trustee     to be held as a part of the trust estate.     SECTION 19. That the Company will, in case it shall acquire  all of the outstanding prior lien bonds secured by any prior lien,  (a} cause such prior lien bonds to be canceled and the mortgage  or other lien securing such bonds to be discharged, or ( b} deposit  all such prior lien bonds with the Trustee to be held as a part of  the trust estate.     SECTION 20. That upon satisfaction of any funded prior lien        (a} all prior lien bonds secured by other funded prior     liens which are then held by the trustee or other bolder of     such satisfied prior lien shall be canceled or shall be delivered     to the Trustee to be hel<l subject to the provisions of Article     VI, or to the trustee or other bolder of such other funded     prior lien or of another fund~d prior lien to be canceled; and  





 






                          172         (b) all moneys then held by the trustee or other holder     of such satiail.ed prior lien, which were deposited with such     trustee or other holder as the proceeds of insurance with     respect to loss of property occurring after the date of acquisi·     tion by the Company of the property subject to such prior     lien and all moneys and obligations then held by the trustee     or other holder of such satisfied prior lien, which were depoa­    ited with the trustee or othel,' holder upon the release of prop­    erty from such prior lien after the date of acquisition by      the Company of the property subject to such prior lien or      upon the release or payment of any such obligations, shall      be delivered to the Trustee to be held as a part of the trust     estate or to the trustee or other holder of another prior lien, ; , ,. . . .      which is a lien on the property 'subject to the prior lien ~~- .. · -~ . . }~~;._ .      satiail.ed, junior to the prior lien being satisfied but prior t.O'~' '~~.'~;,,_      the lien hereof.                                   ----'· · .-. "•                          ..     SECTION 21. That the Company will not sell or otherwise dis·  pose of a part (less than substantially all) of the mortgaged   (  property except as provided in Sections 1 and 2 of Artiele VII,  or upon the release thereof as provided in Sections 3, 4 and 5  of Article VII. That the Company will not consolidate or merge  with or into, or convey or lease all or substantially all of the  mortgaged property as an entirety to, any other corporation ex·  cept as provided in Article XII.      SECTION 22. That the Company will, subject to the provisions  of Article XII, at all times maintain its corporate existence and  right to carry on business and duly procure all renewals and exten­ sions thereof, and, subject to the provisions of this Indenture, will  diligently maintain, preserve and renew, all the rights, powers,  privileges and·franchises  owned by it.       SECTION 23. That the Company will within one hundred and   twenty ( 120) days after the close of each fiscal year file with   the Trustee a statement signed by the Treasurer of the Company  





 






                                             173                      and an independent certified or public accountant showing its                     financial condition, with reasonably detailed information as to its                     assets and liabilities and its earnings and operating expenses;                     that it will tile with the Trustee, as and when sent to its stock­                    holders, copies of such letters or information concerning its                     affairs as it may send to its stockholders generally; that books of                     record and account. will be kept, in which full, true and correct                     entries will be made of all dealings .. or. transactions of, or in re­                    lation to, the plants, properties, business and affairs of the Com·                     p!l.lly, and that all books, documents and vouchers relating to the                     plants, properties, business and affairs of the Company shall at                     all reasonable times be open to the inspection of such reputable                     accountants or other agent of recognized standing as the Trustee .. ·<~ .                     may from time to time designate, and that the Company will bear  ........ "(                                                                ""'~;f'•(.k--.: :i.:l~~-'                     all expenses of any such inspection. All of the statements and . -:4:;~-~'~':.·;sJt                      copies of letters or other information required by this Section to . ~-"~?F.: •.. ·                     be filed with f;h~ Trustee sho.ll be kept available for inspection at . -~:.. . .. · ~ j: •.                     reasonable times by the holders of Bonds, but the Trustee shall                      have no other duty with respect thereto. The Trustee shall be                      under no obligation to cause any such inspection to be made by                      it unless requested so to do by the holders of not less than twenty·                      five per centum (25%) in principal amount of the Bonds then                      outstanding hereunder and furnished with funds sufficient to pay                      all costs and expenses incurred or to be incurred by it in or in                      connection with such inspection.                        That the Company will furnish .to.  the Trustee,. within thirty .                      days after January 1 and July 1 in each year and at such other                      times as the Trustee may request in writing, such information as                      the Company or any paying agent for the Bonds may have aftd                      may lawfully disclose with respect to the names and addresses of                      the Bondholders.                         The Trustee shall keep on file the most recent information                      (but not earlier information) 1·eceived by it pursuant to the next                      preceding paragraph of this Section, and iu cnse any Bondholder                      (hereinafter referred to ns an "applicant Bondholder'') desires                      such information for the purpose of communicating with other  





 






                                                     174                              Bondholders with respect to their rights hei•cunder or under the                             Bonds, the Tt·ustee shull, if it lawfully mny, nt its election either                              (1) afford access to any such information with respect to the                             numes nut! utltlt•t•""''" of Hurulhultlet•• or [!!) uutkt• its "er\·i.-t•"                             aYnilable for muiliug to Bondholders any form of proxy or other                             communication with respect to their said I'ights, subject to the                             conditions, nnd ju the nuuuu!I', sp~cilicd in pnrugrnphs ( i) and                              ( ii) below:                                    ('i) .At the written ret1nest of the applicant Bondholder,                                 the Trustetl shall promptly furnish 11 stutement of the ap·                                 proximnte number of Bondholders, according to the latest                                 information in the possession of the Trustee, nnd an estimate                                 of the coat of mailing a specified form of proxy or other .  · ·                .. --_...         communication to such Dondholdem . Any informa~on re-:·'/ifi'~t' ·· i•,:·•l;it  ·.· ..                         quested pul'Btlant to thio paragraph· ( •) shall be mailed or ··:•,'fl, · ""'                                 otherwise furnished to the applicant Bondholder on or before " ...:·                                  the third busineBB day after receipt of ouch written requeot.       . :- ~ .... ,                 · ( ii) At the written request of the applicant Bondholder,                                 copies of any .form of proxy or other communication fur·                                 uiahed by the applicant Bondholder shall be mailed by the                                 Trustee to nil Bondholders whose names and nddresaes ap·                                 pear in the most recent information in the possession of the                                 Trustee; provided, however, thnt if the approvnl of any gov­                                ernmental regulatory body or of any court or the compliance                                 by the applicant Bondholder with any stntute, or with any                                 rule, regulation or order of any such governmental regulatory                                 body or court, is, in the opinion of. Counsel, who may, if the                                 Trustee approves, be counsel fo1· the applicnnt Bondholder,                                 requisite for the mailing of such proxy or other commuuica·                                 tion, the applicant Bondholder shnll establish to the reaRon·                                  nble satisfaction of the Trustee that such npprovnl hns hetln                                  obtnined, or that such stntute, rule, regulntion or order has                                  been complied with. Thereafter such mnterinl shall be mailed                                  with reasonable promptness nfter receipt by tlte Trustee of a                                  tender of the material to be moiled, all envelopes or other con·                                  tniners therefor, all postnge, or payment for postage, and rea- 





 






                         175      sonable compensation and reimbursement to the Trustee of all     expenses to be incurred in connection with such mailing, or of     a surety company bond satisfactory to the Trustee in an     amount sufficient to cover such compensation and expenses.     SECTION 24. That the recitals of fact and statements con­ tained in this Indenture are true.                        ARTICLE   V.                    REIDl!lMl'TION 011' BoNDS.     SECTION 1. With respect to any particular series of Bonds,  the Company may reserve the right to redeem and pay off before  maturity all or any part of the Bonds of such series at BUch time  or times and from time to time, and on such terms, as the Board  of Directors may determine and as shall be expressed in the Bonds  of such series.    In case the Company shall desire to exercise such right to  redeem and pay off all, or, as the case may be, any part of the  Bonds, in accordance with the right reserved so to do, it shall  give, in the manner provided in the supplemental indenture  creating the Bonds of such series and expressed in such Bonds,  a notice or notices to the elfect that the Company has elected  to redeem all the Bonds or all the Bonds of a particular  series or a part thereof, as the case may be, on a date therein  designated, specifying, i.n the case ·of redemption of less than  all series, the serial designation of the Uonds to be redeemed,  and, in the case of partial redemption of any series, the distinctive  numbers of the Bonds to be redeemed (to be stated in any one or  more of the following ways-individually, in groups from one  number up to another inclusive, or in groups from one number  to another inclusive except such as shall have been previously  called for redemption or otherwise retired), and in every case  stating that on said date there will become and be due and pay.  able upon each Bond so to be redeemed, at the agency of the Com·  





 






                          176   puny in such city or cities, if any, at which the principal of the  Bonds so to be redeemed is payable, the full principal thereof in  the case of coupon Bonds and the specified amount of the prin­ cipal thereof in the case of registered Bonds without coupons,  together with tbe accrued interest to such date, with such pre­ mium, if any, as is specified in such Bonds, and that from and  after such date interest thereon will cease to accrue. If notice  by publication, if required, is duly given, failure to give notice by  mail, if required, with respect to such redemption or any defect  therein or in the mailing thereof shall not affect the validity   of the proceedings for the redemption of any Bonds so to be  redeemed.     In case the Company deeires to redeem and pay off less than :-.... ·- all the outstanding Bonds of any series, it shall, in each lltlch~ ..•. ,.,,~.;~,- '····"   instance, notify the Trustee in writing of its desire so to do and\!. . ''":0'1:;; .. "   of the aggregate principal amount of the Bonds of such aeries to·· · ·   be redeemed, and-thereupon the Trustee shall draw by lot, in an)'.   manner deemed by it proper, from the distinctive numbers of the   coupon Bonds of such series which are either outatruiding or are (   reserved unissued for registered Bonds outstanding, the Bonds   to be redeemed, and shall notify the Company in writing of the   numbers of the Bonds so drawn. The Bonds may be drawn by   lot individually or, in the discretion of the Trustee, in groups of   Bonds consecutively numbered or both such methods either in·   cluding or excluding, for the purpose of.such grouping, the num-  bers of Bonds P!evio\].sly_ called for_ redemption or otherwise re-  tired. Registered Bonds shall be deemed to have been drawn by   lot if and to the extent that the serial numbers of any of the coupon   Bonds reserved therefor are drawn as aforesaid.       SECTION 2. The Bonds designated for redemption or the   specified portion thereof shall become due and pays ble upon the   date specified in the. notice provided for in Section 1 of this   Article as the redemption date at the applicable redemption   price at the time. Payment of the redemption price shall be   made  to the r_espective bearers of the Bonds designated for  





 






                          177   redemption, or, if any such Bonds be registered Bonds without  coupons or coupon Bonds registered as to principal, to the respec­ tive registered owners thereof, upon surrender of such Bonds,  at the place stated in the notice of redemption, together with all  unmatured coupons appertaining thereto. If there shall be drawn  for redemption a portion of the principal amount but less than  the entire principal amount of any registered Bond, the Company  shall eX:ecute and the Trustee. shall authenticate and deliver with­ out charge to the holder thereof, at his option, either coupon  Bonds or registered Bonds without CO\lpons, of authorized denom­ inations, for the unredeemed balance of the principal amount of  such registered Bond.                                                      .. ·tr                          .                           ~~·::"i'. ·:·:.. ...;t;::.~:.-- . -    SlllCTION 3. On or before the redemption date deatgna.ted;~~2"'~~~~"'""''': -·'""·  the notice provided for in Section 1 of this Article, the Co~·j:f~!f_~:<¥·"' .. : :::.: ~'1'  pany shall deposit with the Trustee an amount of cash sufllcient · ·· ' ·.  to effect the redemption of the ~onds specifted in such notice,.. ·: ,: · ~  or, ns authorized by Section 8 of Article VIII, it may direct the  Trustee to apply to such purpose, to the extent that they are  available, any moneys held by the Trustee which may be applied  pursuant to said Section 8; and from and after the redemp- tion date designated in such notice (such deposit having been  made or direction given, as aforesaid), notwithstanding that any  Bonds so called for redemption shall not have been surrendered  for cancellation, no further interest shall accrue upon the princi- pal of any of the Bonds so called for redemption and all coupons.  for interest thereon maturing subsequent to such redemption date  shall be void. Coupons which bo.ve matured on or before such  redemption date shall remain payable to bearer upon presentation  and surrender thereof in accordance with their terms.      SECTION 4. All Bonds so redeemed at the office of the Com­ pany, with all unmatured coupons thereto appertaining, shall  be delivered by the Company to the Trustee for eancello.tion.  All Bonds o.nd coupons 1•edeemed o.nd po.id under this Article  shall forthwith be canceled.  





 






                          178                        ARTICLE   VL          0oNCIIlRNING SECUlUTIES HmLD BY TBlll TRUBTJIIlll.      SliiOTION 1. All funded prior lien bonds, received uncanceled  by the Trustee pursuant ~o the provieions of this Indenture,  shall be held alive by the Trustee as a part of the trust estate  for the protection and further security of the Bonds. Each funded  prior lien bond, in coupon form, so received shall have all un·         I  matured coupons attached, or shall ba accompanied by evidence           I  satisfactory to the Trustee that the discharge of the mortgage or  other lien securing such prior lien bonds may be obtained without  the production of any coupon or coupona that may be mlaalng. All        I  funded prior lien bonds so received uncanceled shall be stamped '  by the Trustee with the followin~~: words:            '< ·        "Not negotiable; held in trust under the provhdons'Of the      Mortgage and Deed of Trust of The KanBIIII Power and Light      Company to Harris Trust and Savings Ba.nk, 1111 Trustee,     (      dated July 1, 1939.''      SmCTION 2. Unless and until an event of default hereunder  shall occur and be continUing, no payment by way of interest or  principal or otherwise of any of the funded prior lien bonda  held by the Trustee shall be made or demanded, and the coupons  thereto appertaining as they mature  shall be canceled by the  Trustee and delivered so canceled to the Company, unless the  Company  shall elect with respect to such prior lien bonds to  have such payments made and demanded, in which event the  Company  shall be entitled to receive all such payments; and  all moneys received by the Trustee on account of principal or  interest of any funded prior lien bonds, or by reason of the sale  or delivery of any such bonds to any sinking fund or analogous  fund provided for in the instrument evidencing any mortgage or  other lien securing the same, shall be paid over by the Trustee  to or upon the order of the Company.  





 






                          179      SECTION 3. Unless and until an event of default hereunder  shall occur and be continuing, the Trustee, if 110 directed by  an instrument in writing signed by the President or a Vice  President and the Treasurer or an Assistant Treasurer of the               I  Company, shall surrender any funded prior lien bonds held alive            ~~- by it to the Trustee of the mortgage or other holder of the lien II&  curing auch. prior lien bonda for cancellation or to be held alive  and uncanceled for the purposea .of any sinldng.fund or analogous          1 fund provided for in the instrument evidencing the mortgage or  other lien securing such funded prior lien bonds, but funded prior         1  lien bonda so surrendered shall not be reissued and no prior lien  bonds shall be issued under such prior lien in substitution ther&_;, .  for. Funded prior lien bonda shall not be so surrendered unleu.O: · . · . •• · ~: .;.; .  !::t~11::a:m~n!a;; ~~e?t~~:e:~:;: :o::e:r~th·~~:t'~j}.li  other lien securing such funded prior lien bonds are such that no : . ?~ . '· ': ., i .  ·transfer of ownerehip or polflession of such bonds by the Truatee '; ,.. c~, ., .;:.· ·  or other holder of such mortgage or other lien is permissible ther&  under except to the Trustee to be held subject to the provision• of  this Article VI or to the trustee or other holder of a mortgage or  other lien securing other funded prior lien bonda for cancellation  or to be held alive and uncanceled under the terms of such other  mortgage or lien until such other mortgage or lien shall be can·  celed, and thereupon to be delivered to the Truatee; that no  funded prior lien bonds to be surrendered may be reiBBued; and              ·  that no prior lien J!on<Js may be issued in substitution therefor           1._   under the mortgage or other lien securing such funded prior lien           1  bonds to be surrendered.              ·      SECTION 4. Whenever all prior lien bonds and all unmatured   coupons appertaining thereto secured by a particular funded   pl'ior lien (except any lost, stolen or destroyed bonds as to   which the Trustee shall have received the certificate of the   trustee or other holder of the mortgage or other Instrument   securing such bonds to the effect that satisfactory indemnity   has been given to it) shall have been deposited with the Trustee   or shall be held by the Trustee under any provision of this  





 






Indenture or by the· trustee or other holder of the mortgage or  other lien securing such prior lien bonds, the Trustee shall, at  the request of the Company evidenced by a certified resolution  and upon receipt of an opinion of counsel to the effect (a) that  all the property then subject to such mortgage or other lien, in so  far as the property is of the character covered by this Indenture,  has been subjected to· the lien of this Indenture, and (b) that  there are no liens upon the properties subject to the mortgage or  other lien securing such prior lien bonds junior to such mortgage  or other lien and prior to the lien of this Indenture, cancel or  cause to be canceled all prior lien bonds and coupono of such issue  so deposited with or held by it (if not previously canceled) and  shall deliver the prior lien bonds and coupons so canceled to the ._._..:.  =~t~:;:;:-o:~:: ~=: ~C:h~;~~nr:;!m_          shall~=<·~.   :'·o·f:if'~~~··.                                                                    -···  prior lien bondu may also be released plll'Btlant to Section 4 of  ..  Article VU.      SECTION 5. All purchaBe money obligations and all bonds or  other obligations issued by a municipality or other governmental  subdivision which shall be received by the Trustee pursunut to  Section 3 of Article VII shnll be held aiJ a part of the trust  estate.. Interest received by the Trustee on such obligations  shall, so long aB the Company is not in default hereunder to the  knowledge of the Trustee, be paid over to the Company. AU  moneys received by the Trustee as principal .of such obligations  shall be applied by the Trustee aiJ a part of the trust estate. Such  obligations held by the Trustee may be released pursuant to Sec·  tion 3 of Article VII.                        ARTICLE  VII.            POSSESSION, USE AND RELmASE OF PROPERTY,      SECTION 1. Unless an event of default shall have happened  and be continuing, the Company shall be suffered and permitted  





 






                          181   to possess, use and enjoy all the property and appurtenances,  franchises and rights conveyed by this Indenture (other than  such securities, obligations and moneys as are expressly required  to be deposited with the Trustee), and to receive and use the  rents, issues, income, products and profits thereof, with power in  the ordinary course of business, freely and without let or hind·  ranee on the part of the Trustee or of the Bondholders, to use and  consume materials and supplies, deal with choses in action (other  than pledged securities), leases (other than leases subject. to the  lien of this Indenture) and contracts, exercise the rights and  powers conferred upon it thereby, alter and repair its building~~  and structures, change the position of any of its buildings, Btruc·  tures, plants, poles, wires, conduits or other property whatsoever · ,:  and replace and renew any of its equipment, machinery or o~ ·_;ic'!,. ';,.~~£ fi<"'·· .  property, except that the position of none of the mortgaged prop-~--:tl~"rf·c-;'1':'- ':{::  erty may be changed so 811 to impair the lien of this Indenture :·:::· · ·  thereon unless such property is sold, abandoned or otherwfse dia-. -7.(- posed of 811 permitted by this Section l or Section 2 of this Article  VII or released as provided in Section 3 or· I! of this Article vn.      SECTION 2. The Company may at any time and from time to  time, without any release or consent by the Trustee:         (a) Sell or otherwise dispose of, free from the lien of      this Indenture, any machinery or equipment, which has      become worn out, unserviceable, undesirable or unnecessary      for use in the conduct ·of· its business, ·upon replacing the      same with, or substituting for the same, new machinery or      equipment, or other property of a value at least equal to      the value of such things so disposed of at the time of their      disposal, .provided that if any of such things so disposed of      consisted of bondable property, the other property shall in·      elude bondable property of a value at least equal to the      bonded cost of such bondable property so disposed of, all of      which new  machinery, equipment or other property shall      without further action become subject to the lien of this      Indenture;  





 






                      182      (b) Abo.udon nuy property, if in tl1e opinion of the  Boo.rd of Directors the uhnndonmt•nt of such property is  desirnble in the proper conduct of the business of the Com­ pany;     ( o) Modify or amend any lense which shnll be a part of  the trust estate provided that the Compo.ny shnll forthwith  assign to and mortgage with the Trustee the modified or  amended leaee, o.nd provided further that if the lease so modi·  fted or amended shnll have been theretofore made the baei.&l  for the isaue of additional Bonds or the withdrawal of cash  or the reduction of caeh under any provision of this In­ denture, the modified or amended leaee ohnll comply with the  requirement& of subdivision (d) of the dellnitlon of property . : :f~5- .  a.dditlonm contained in Artlele L                · ·;.~~.!;~I!-!!~'[,~·:· ,"';:     (d) Surrender or aesent to the modillca.tlon of any fran. · ···.·: · ·.. :  chise, licenee, authority or permit which it may hold, or :, ...   under which it may be opero.tlng, provided that the Com·  pany shnll have the right, in the opinion of couneel, under  the modilled franchise, license, authority or permit, or under (  a new franchise, license, authority or permit received in ex-  change in the event of o.ny such surrender, or under some  other franchise, license, authority or permit, to conduct the   same or an extended businesa in the same or an extended   territory during the same or an extended or unlimited or   indeterminate or indefinite period of time. For the pur-  poses of this Subdivision (d) o.nd of o.ny opinion to be   rendered under it, any right of o.ny municipo.lity to terminate   a permit, license or franchise by purchaee shnll not be deemed   to abridge or a1!ect ito duration; and      (e) Surrender or assent to or procure a modification of   any franchise, license, authority or permit under which it   operates any of its properties, which it may now or hereafter   hold or under which it mo.y now or hereafter operate, if in   the opinion of the Board of Directors it is no longer neces- 





 






                          183      lll1rY or desirable in the proper conduct of the business and     in the operation of the properties of the Company to oper­    ate such properties or to contply with the terms and pro­    visions of such franchise, license, authority or penmit and     if the value and utility generally of all its properties as     an enti1•ety and the value of the security for the Bonds will     not thereby be impaired.      SECTION 3. From time to· tiiiie hereafter-the Company may  transfer or otherwise dispose of any property (other than prior  lien bonds) constituting a part of the trust estate, and the Trus­ tee shall release the SIIUle from the lien of this Indentare, but  only upon receipt by it of:         (a) A certified resolution requesting such release;         (b) Except in the case of the release of obligations there­     tofore deposited with the Trustee pursuant to paragraphs      (1) and (2) of Subdivision (tl) of this Section, an engineer's      certificate stating in substance:            (1) The then fair value to the Company (without         regard to any liens thereon), in the opinion of the sign­        ers, of the property to be released, which fair value shall         not be less than thf' amount or fair value of the con­        sideration received or to be received by the Company         from the Bille or other disposition of the property to be         released, and .11 description in reasonable detail of the         property to be released ;            (2) That such release is, in the opinion of the sign­        ers, desirable in the proper ~onduct of the business of         the Company;             ( 3) Whether or not any p01•tion of sn~h property is         subject to any lien prior to the lien of this Indenture,         except permitted liens and judgment liens, and, if so,         such lien or liens shall be specified; and  





 






                      184          (4) That the Company is not, and by the making or      granting of the application will not be, in default in the      performance of any of the terms and covenants of this      Indenture;     ( c} In case the fair value of any property (other than  obligations theretofore deposited with the Trustee pursuant  to paragraphs (1) and (2) of Subdivision (d) of this Sec·  tion) to be released is shown .. by. the engineer's certi11.cate  required by Subdivision (b) of this Section to be more than  Five hundred thousand dollars, nn independent engineer's  certificate stating, in the opinion of the signer, that the pro- posed release is desirable in the proper conduct of the 'lmlii· _,  _  ness of the Company, or is otherwise in the best interesl:a of · · ,~o- -· ·  the Company;                                      : ; ;,~k'\'ti" dl\~'""~ ·     (d) In the case of the :release of property, other thnn,_,-,-::;;<,.·=;.;;;,. •. ::>•.·)'0· ·_  obligations of the nature speci11ed in paragraphs (1) and . (g';~  (2) of this Sulidiv!Bion (d), cash, which shall be :received ·;"f"?'. ·  and applied by the Trustee llll a part of the trust estate, in  an amount at least equal to the amount by which the fni:r      (  value to the Company of the property to be released, llll speci·  fled in the engineer's certificate, excee:ls the aggregate of:         (1) An amount  equal to the aggregate principal      amount of obligations secured by purchlllle money mort;.      gage on the property to be released deposited with the      Trustee, accompanied by an opinion of counsel to the      effect that such obligations are valid obligations and that      any purchase money mortgage securing the same is auf.      flcient to constitute a valid purchase money lien upon the     property to be releo.sed subject to no liens other than the      liens, if any, existing on such property immediately prior      to its release; provided, however, that such purchase     money obligations together with all other purchase money      obligations which shall have been used to reduce the      amount of cnsh required to be deposited under the pro­     visions of this Section 3 and are then held as part of the  





 






                                            Hl5                            trust estate shall not exceed ten per cent (10%) of the                           aggregate principal amount of Bonds at the time out­                          standing under this Indenture;                              (2) An amount equal to the fair value in cash of                           bonds or other interest-bearing obligations, issued pur­                          suant to law, in whole or in part payment for the prop·                           .erty to be released, by any municipal corporation or other                           governmental subdivision possessing taxing power, de­                          posited with the Trustee, provided there shall be filed                           with the Trustee :                                 ( i) an appraiser's certi.ftcate stating the fair                              value in cash of such bonds or other inter..ot-bearing                              obligationo, and ·  t•:, ...-.                                  ( i&) an opinion of counsel to the effect that suCh·: itt{·_.' >                              bonds or other interest-bearing obligations have been                              issued pursuant to law, that such municipal corpora·                              tlon or other governmental subdivision possesses due                              taxing power for the servicing and payment of such                              bonds or other interest-bearing obligations nnd that                              such bonds or other interest-bearing obligations are                              direct and general obligations of such municipal cor·                              poration or other governmental subdivision;                           and                              {3) An amount equal to the principal sum secured                           by any lien prior to the lien hereof which is a lien solely                           on the property to be released; provided that in case                           such prior lien shall be a funded prior lien, the amount                           to be deducted pursuant to this pllragraph ( 3) shall be                           limited to tile principal amount of prior lien bonds                           secured by such funded prior lien which nre deposited                           with the Trustee plus the amount of cash then or there­                          tofore deposited with the Trustee in order to make such                           prior lien a funded prior lien; nnd provided, further,                           there shall be filed with the 'rrustee an opinion of conn·                           sel stating that such lien is a lien solely on the property  





 






                          186          to be released and provided that concurrently therewith         all of the indebtedness secured by such lien and deposited         with the Trustee shall be released from the lien hereof         pursuant to Section 4 of this Article VII;      or         In the case of the release of obligations of the nature      specified in paragraphs (1) and (2) of this Subdivision {d),      cash, which shall be received by the Trustee as a part of the      trust estate, in an amount equal tO the principal amount of      such obligations;      and          (e) An opinion of collD.Bel stating, in case the Trustee .. ....  :~                                                         •1 .... ·~-- .. --~-·.;: . .•.•      is requested to release any frimchise, that mch release will ·' ";., .... ··:·~.::- ~ ...      not impair the right of the Company to operate any of its      remaining properties.      The amount of cuh required to be deposited pursuant to Sub­  {  division (d) of this Section 3 may, at the election of the Com­ pany, be reduced by an amount equivalent to the amount of  cash which conld at the time be withdrawn pursuant to Sections  1, 2 or 4 of Article VIII, by simultaneous compliance with said  Section 1, said Section 2 or said Section 4 of Article VIII, as the  case may be, except that any certificates required to be filed with  the Trustee pu,rsuant to said Sections shall refer to the reduction  of cash rather than to the withdrawal of cash.     If the property to be released is subject to any prior lien, the  certificate of the trustee or other holder of any such prior lien,  that it has received cash or obligations of the nature specified in  paragraphs (1) and (2) of Subdivision (d) of this Section 3 in  an amount  set forth in such certificate, shall (except in cases  where all of the proi'erty subject to such prior lien is being re­ leased) be accepted by the Trustee hereunder to the extent of  the amount so received by such other trustee or other holder, in  lieu· of cash and obligations required by Subdivision (d) of this  





 






                          187   Section 3 to be delivered to the Trustee upon the release of ssid  property.      SECTION 4. From tin1e to time hereafter the Company may   obtain the release of funded prior lien bonds if, but only if, all   the property subject to the prior lien securing such funded prior  lien bonds shall have been, or is simultaneously being, released  from the lien of this Indenture pursuant to Section 3 of this   Article VII, and the Trustee shall release the ssme from the lien   hereof, but only upon receipt by it of:         (a) A certified resolution requesting such release;         (b) An ofllcers' certificate stating in substance that all      of the property subject to the prior lien securing such funded      prior lien bonds has been, or is sinlultaneously being, released :' .      from the lien of this Indenture;         ( o) An opinion of counsel to the effect that none of the      property of the Company will, ·upon the granting of such      rele1111e, be subject to the prior lien securing such funded      prior lien bonds; and         (d) Cash, which · shall be received and applied by the      Trustee as part of the trust estate, ( 1) in an amount equal      to the aggregate principal amount of all prior lien bonds to      be released or (2) if the fair value of the property subject      to such prior lien as stated in the. certillcate ftled pursuant      to Section 3 (b.) of this Article shall be less than the prin·      cipal amount of all prior lien bonds secured by such prior      lien, cash in an amount equal to such proportion of such fair      value as the principal amount of such prior lien bonds to      be released bears to the principal amount of all prior lien      bonds secured by such prior lien.     SECTION 5. Should any part of the trust estate be taken by   the exercise of a power of eminent domain or should any munici·   pality or other governmental subdivision nt any time exercise any   right which it may have to purchase any part of the trust estate,  





 






                           188    the Trustee may accept any award therefor, if approved by the   Company, as representing its full value, and, at the request of the   Compnny evidenced by a certified resolution, shnll execute and   deliver a release of property so tnken or purchased and shall be   fully protected in so doing upon being furnished with an opinion   of counsel to the efi'ect that such property hllB been tnken by the   exercise of a power of eminent domain or purchased by a munici­ p!!lity or other governmental subdivision in the exercise of a right   which it had to purchase the siime. In any such proceedings the   Trustee may be represented by counsel, who may or may not be   of counsel to the Company. The proceeds of all property so tnken   or purchllBed shnll be paid over to the Trustee hereunder to be  held and applied as a part of the trust estate, and to any trustee _ , ...   or other holder of any prior lien, as their respective interesta ·"··''!,. ):7,:; .                                                          ·'r:....,.lo'ltf.c·• ....... ~~~(-'­  may appear, and shill be deemed to be the proceeds of the releiUia ::'_ii~:'!"~:;,.,~,,.,, ·   of such property whether or not such property iB actually released   by the Trustee.                                                ·.-·.      SECTION 6. In no event shall any purchllBer or purchasers in   good faith of any property purported to be released hereunder be (   bound to ascertain the authority of the Trustee to execute the   release; or to inquire as to any facts required by the provisions   hereof for the exercise of such authority; or to see to the appli·   cation of the purchllBe moneys. Nor shall any purchaser of   machinery or equipment or tools or implements or materials or   supplies be under obligation to ascertain or inquire into the   occurrence of the event on which any such sale is hereby author­  ized.       SECTION 7. The Trustee shall not be required under any of   the provisions o:l:. this Article VII to release any part of the mort­  gaged property from the lien hereof at any time when to the knowl­  edge of the Trustee the Company shall be in default hereunder, but   notwithstanding any such default the Trustee may release from   the lien hereof any part of the mortgaged property, upon compli­  ance by the Company with the other conditions specified in this  





 






                          189   Article VII in respect thereof, if the Trustee in its discretion shall  deem such rclense for the best interest of the Bondholders; ll.lld,  in such event, the Trustee shnll not be liable for releasing or refus·  ing to rclettse any of the mort.gnged property from the lien hereof.  In case the trust estate shall be in the possession of one or more  receivers lawfully appointed or of a trustee in bankruptcy or re­ organization proceedings (including a trustee or trustees ap·  pointed under the provisions of Chapter X of An Act to establish  a uniform system of bankruptcy' throughout the United States,  approved July 1, lS!lS, as amended) or of nssignees for the benefit  of creditors, .the powers by this Article VII conferred. upon the  Company may be exercised by such receivers, trustees or assignees,  with the approvnl of the Trustee, regardless of whether or not the  Company  is in default hereunder, and in such event a writing  signed by such receivers, trustees or assignees may be received by  the Trustee in lieu of nny certified resolution required by the pro-·  visions of this Article, and such receivers, trustees or assignees  may make any certificate required by the provisions of this Article  to be made by an officer or officers of the Company; provided,  however, that so long as the trust estate shall be in the possession  of any such receiver, trustee or assignee, no reduction shall be  made in the amount of cash required to be deposited upon any  relense on the basis of refundable Bonds. If the Trustee here­ under shall be in possession of the trust estate under any pro·  vision of this Indenture, then all such powers by this Article VII  conferred upon the Company may be. exercised by the Trustee in  its discretion.                        ARTICLE VIII.         APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE.      SECTION 1. Any moneys held by the Trustee as a part of the   trust estate (other thnn moneys received by the Trustee pur­  suant to Section 5 (a) of Article III or on account of judgment   liens or in order to nmke a prior lien a funded prior lien) shall be  





 






                          190   paid over from time to time by the Trustee to or upon the order  of the Treasurer or an Assistant Treasurer of the Company, in  amount equal to the cost or the fair value to the Company, if the  fair value is less thnn the cost, of gross property additions pur­ chased, constructed or otherwise acquired by the Company during  the period apecitled pursuant to Subdivision (b)  (1) of this Sec­ tion, but only upon the receipt by the Trustee of:         (a) A certified resolution authorizing the application for      the withdrawal from the trust estate of cash in the amount      therein specified.         (b) An engineer'a certi11cate stating in substance:             ( 1) The cost to the Company of the gro1111 property         additions purchased, constructed or otherwise acquired · ·;,~ · -'~:~,:(::;:         by the Company during the period specified in such cero         titlcate, commencing,        , ..               (i) in the case of withdrawal of moneys received            by the Trustee purauant to Sections 3, 4 or 5 of       (            Article VU upon the release of any property (other            than obligations deposited pursuant to Section 3 (d)            of Article VII) from the lien of this Indenture, on            a date not eurlier than the date of the application for            the release,               (ii) in the case of withdrawal of moneys received            by the Trustee upon the payment of principal of            obligations deposited pursuant to Section 3 (d) of            Article VII, or upon the release of such obligations            from the lien of this Indenture, on a date not earlier            than the date of the application for the release of the            property with respect to which such obligations were            deposited,               (iii) in the case of withdrawal of moneys de­           posited with the Trustee pursuant to Section 6 of            Article IV, on the date of the loss or destruction of  





 






                  191      the property with respect to which such moneys were     deposited, and        (it~) in the case of withdrawal of any other     moneys which may be withdrawn pursuant to this     Section 1, on a date not earlier than the date of the     receipt by the Trustee of such moneys.  Whether the fair value to the Company of any particular  property addition included· in-the· certificate is leas than  the cost to the Company thereof, and, if so, the fair value  thereof. Such gross property additions shall be described  in the manner provided in Section 4 (a) ( 2) of Article  III. If the fair value of any property additions is· len  than the cost thereof to the Company the fair value &hall  be nsed in determining the amount at which the grou ~· ·  property additions described pursuant·-to the provisions  of this paragraph (1) are included in the engineer's cer­ t111.cate.     (2) The amount of cash theretofore withdrawn pur·  auant to this Section 1 on the basis of such grou prop­ erty additions and the amount by which cash required  to be deposited into the trust estate has been reduced by  compliance with this Section 1, which amount or amounts  &hall be deducted from the aggregate amount stated pur·  1nant to paragraph (1) of this Subdivision (b) of gross  property ad!U.tions available as the basis for the with·  drawal of cash pursuant to this Section 1.     ( 3) Whether the gross property additions are subject  to an unfunded prior lien and, if so, the amount of prior  lien bonds outstanding thereunder, which amount shall  be deducted from the aggregate amount stated pursuant  to paragraph ( 1) of this Subdivision (b).     ( 4) That the gross property additions described in  such certificate are property additions as detlned· in Arti­ cle I; that no portion of such gross property additions  





 






                         192         has theretofore been included in a certificate with respect         to net bondable value of property additions filed with         the Trustee, or, if included in any such certificate,         that an amount equal to the cash to be withdrawn on the         basis of such gross property additions has been deducted         in such certificate in determining net bondable value; nnd         that the construction or acquisition of such property ad­        ditions was desirable in the conduct of the business of         the Company.            ( 5) The facts with respect to such property additions         specified in paragraphs ( 12), ( 13), ( 14), ( 15) und ( 16)         of Section 4 (a) of Article III.        (c) The certificates, instruments and opinion of counsel     of the kind prescribed in, and setting forth the facts With     respect to such property additions specified in, Subdivisions      (b), (c), (d) nnd (e) (1) to (6), both Inclusive, of Section     4 of Article III.         ( ll) The prior lien bonds und cnsh, or in lieu thereof the      certificate, prescribed in Section 4 (f) and the cash prescribed      in Section 4 (g) of Article III, except that this Subdivision      need not be complied with in case of an application for the      withdrawal of cash deposited upon the release of any prop­     erty subject to an unfunded prior lien or in payment of the      principal of, or upon the release of, obligations deposited      upon any such release.      No cash (other than cash deposited with the Trustee upon the  release of property subject to llD unfunded prior lien or in pay­ ment of principal of, or upon the release of, obligations deposited  with the Trustee upon any such release or with respect to the loss  or destruction of property subject to an unfunded prior lien)  shall be withdrawn from the trust estate, and no reduction in the  amount of cash required by Section 3 (d) of Article VII to be  deposited with tbe Trustee upon the release of any property (other  than property subject to an unfunded prior lien) shall be made,  





 






                          193   pursuant to this Section, upon the basis of property additions  subject to an unfunded prior lien.      SECTION 2. Any moneys held by the Trustee as part of the  trust estate (other than moneys deposited with the Trustee pur·  sunnt to Section 5 (a) of Article III, or on account of judgment  liens, or in order to make a prior lien a funded prior lien) shall  be paid' over from time to time by the Trustee to or upon the  order of the Treasurer or an· As•istnnt Treasurer of the Com·  puny, in nn amount equal to the aggregate principnl amount of  such of the refundable Bonds ns were thet•etofore issued by the  Compnny.     The Trustee shall pay over such moneys nnder this Section 2  only upon receipt by it of:                           ·· •·· ·                                                      .~tr;~·:~~.~~fg:~_::;·;_~:~-:  -~~-:':'         (a) A cerWied resolution authorizing the application ~ -t::"·· · · ~. ··      for withdrawal from the trust estate of cash in the nmonnt      therein specl1led ; nnd         (b) An ofll.cers' cerWicate, setting forth the snme facts      as are required to be stated by Section 6 (a) of Article III,      except that such certificate shall refer to the withdrnwnl of      cash rather than to the authentication and delivery of addi·      tional Bonds and stating that the refundable Bonds made      the basis of the application have theretofore been iBBned by      the Company.      In case all or substantially all of the properties of the Company   (other than obligations and cash held by the Trustee) shall have  been released from the lien hereof, moneys held by the Trustee as  part of the trust estate shall be paid over to the Company under  this Section only in an amount equivalent to the lesser of (a a)  the purchase price paid by the Company for any refundable DondA  purchased by the Company after the date of the deposit of the  moneys being withdrawn or ( bb) the principal nmount of such  Bonds; provided that in such case no such payment shall be made  which would reduce the nmount of cash and principal amount of  





 






                          194   obligations held by the Trustee (or fair value of such obligations  11.11 shown by an appraiser's certificate, which s'J.all be filed with  the ~uetee, if such fair value shall be less than such principal  amount) below the principal amount of Bonds then outstanding  hereunder.      SlliCTION 3. Any moneys received by the Trustee.pursuant to  Section 5 (a) of Article III !!hall be paid over from time to time  by the Trustee to or upon. the order- -of the Treasurer or an  Allaistant Treasurer of the Company, either:         (a) In an amount equal to seventy per cent. (70%) of      the net bondable value of property additions not subject to      an unfunded prior lien, but on]y upon receipt by the Trustee      of:                                                      .,...  ·:;                                                           7            (1) A cerWled resolution author:lmng the applica- ' > :;.;~:%~"':{~         tion for withdrawal from the trust estate of caeh in the         amount therein speclil.ed; and            (2) The cerWlcates, instramente, opinions, prior lien         bonds and caeh preacribed in Subdivieions (e) to (g),         both inclusive, of Section 4 of Article III and, in case         such property additions include an acquired plant or sys­        tem, the certificate provided for by Section 3 (b) of         Article III ;          (b) In an· amount· equal· to the aggregate principal      amount of refundable Bonds, but on]y upon receipt by the      Trustee of:            (1) A certified resolution authorizing the applica·         tion for withdrawal from the trust estate of cash in the         amount therein specified; and            (2) An officers' certificate setting forth the B!!.IIle facts         ae are required to be stated pursuant to paragraphs (1),          (2) 1 (S) and (4) of Section 6(a) of Article III, except         that such certificate shall refer to the withdrawal of  





 






                          195          cash rather than to the authentication lllld delivery of         additional Bonds.      SECTION 4. In the event that all or substantially all of the gas  properties (either with or without including the gas property in  the City of Atchison, Kansas) shall have been released as an en·  tirety from the lien hereof and in the event that the Company shall  have complied with all provisions, if any, of each supplemental  indenture relating to the retirement of Bonds in connection with  such release, any remaining moneys received by the Trustee upon  such release or in payment of principal of, or upon the release of,  obligations deposited with the Trustee upon such release pursuant  to paragraphs (1) and (2) of Seetion 3(d) of Article vn, shall  be paid over from time to time by the Trustee to qr upon the ord~  of the Treasurer or an Assistant Treasurer of the Compimy, in an  amount equal to the net bondable value of property additions not  subject to lUI unfunded prior lien, but only .upon receipt by the  Trustee of:         (e) A certl1led resolution authorizing the application for      withdrawal from the trust estate of cash in the amount      therein speci1ied ; and         (b) The certlftcates, Instruments, opinions, prior lien      bonds IUid cash described in Subdivisions (a) to (g), both      inclusive, of Section 4. ot Article III.      SlllariON 5; ·Any moneys· received by ·the Trtistee pursuant to  Section 5 of Article VI or Sections 3, 4 or 5 of Article VII,   which shall not have been paid over to the Company pursuant   to other provisions of this Article VIII, shall, at the request   of the Company, be credited from time to time to the Com.   pnny on account of any sinking or analogous fund payment  or payments in cash required to be made by the Company, to the   extent, if lilly, permitted under the provisions of the supplemental   indenture by which such fund is established; any Bonds pur·   chased or redeemed pursuant to Section 8 of this Article VIII   through the application of moneys received by the Trustee pur·   suant to Section 5 of Article VI or Sections 3, 4 or 5 of Article  





 






                           196    VII shall, at the request of the Company, be credited from time   to time to the Company on account of any sinking or analogous  fund payment or payments required to be made by the Company,   to the extent, if any, permitted under the provisions of the sup­  plemental indenture by which such fund is established; in either   of said cases the cash so credited and Bonds so purchased or re­ deeJ!led shall be applied by the Trustee at the oome time, to the  same extent and in the oome manner as if-such payments had been   made in cash or such Bonds had been delivered or redeemed by the   Company pursuant to the provisions of such sinking or analogous  fund in discharge or partial discharge of such sinking or analogous   fund payments, but only upon receipt by the Trustee of an om~   certificate requesting such credit and application and specifying   the sinking or analogous fund payment in respect of which the '-~ .J. -·,·y;·';'?)~-.-. --:·   moneys and Bonds shall be so credited., delivered and applied •      . SmcnON 6. ·.A:J1y moneys deposited with the Trustee pursuant   to any of the provisions of this Indenture on account of judgment   liens and all moneys deposited with the Trustee to make a prior   (   lien a funded prior lien shall be held by the Trustee as a part   of the trust estate and applied by the Trustee towards the pay-  ment, cancellation and discharge of the respective judgment liens   and prior liens with respect to which such moneys were deposited.    .A:I1y moneys held by the Trustee with respect to particular prior   lien b9nds s]l.all upon request by the Company, evidenced by   certified resolution,.be.paid.over to the trustee or other holder of   the prior lien securing such prior lien bonds at the maturity of   such prior lien bonds or on the redemption date thereof. .A:JJy   moneys so held by the Trustee may be paid over to the Company   from time to ~me by the Trustee, but only in the following events:          (a) Whenever the trustee or other holder of the prior.       lien securing any funded prior lien bonds, shall execute and       deliver to the Company an instrument releasing and discharg.       ing such prior lien, or whenever any judgment lien shall have       been discharged, all moneys deposited with the Trustee pur­      suant to the provisions of this Indenture on account of the       prior lien bonds secured thereby or on account of such judg- 





 






                      197   ment lien, II.B the cii.Be may be, and then held by the Trustee  shall be paid over by the Trustee to or upon the order of the  Treii.Burer or an Assistant Treasurer of the Company, but  only upon receipt by the Trustee of:        ( 1) .A. certified resolution authorizing the application     for the withdrawal from the trust estate of cash in the     amount therein specifl.ed; and        (2) .A.n opinion- of counsel to ·the effect that the in·     atrument of satisfaction executed by the trustee or other     holder of the prior lien securing such prior lien bonds Is     sufficient to discharge ouch prior lien, and that upon the     recording thereof, such prior lien will be discharged of     record, or, in ease of a judgment lien, that such judg·     ment lien hii.S been discharged.     (b) Whenever prior lien bonds on account of which  moneyu shall have been deposited with the Trustee llhall  thereafter be deposited with the Trustee or paid or reduced  or II.Scertained by judicial determination to be invalid, moneys  deposit~ on account of such prior lien bonds shall be paid  over by the Trustee to or upon the order of the Treasurer or  an Assistant Treasurer of the Company, in an amount equal  to the principal amount of such prior lien bonds so deposited,  paid or reduced or so II.Bcertained to be invalid, plus an  amount equal to any moneys deposited with and held by the  Truutee with respect to interest and premium on such prior  lien bonds, but only' upon reeeipt by the Trustee of:        (1) .A. certified resolution authorlzing the application     for the withdrawal from the trust estate of cash in the     amount  therein specified;        (2) Either           ( i) prior lien bonds of the same issue with respect        to which such moneys were deposited (either uncan·        celed to be held and dealt with by the Trustee in the        manner and subject to the provisions of Article YI or  





 






                                                  198                                    canceled at maturity or under the redemption or other                                   provisions of the instrument evidencing the mortgage                                    or other lien securing the same or otherwise) ; or                                       ( ii) an ofllcers' certificate accompanied by an opin­                                  ion of counsel to the efl'ect that specified· prior lien                                   bonds of the issue with respect to which such moneys                                   were depoaited have been paid or reduced or ascer·                                   tained by judicial. determination to be in whole or in                                   part invalid and specifying the amount of payment or                                   reduction or the extent of invalidity, as the case may                                   be;       ~: .                                 ad                                                          ··:·--.....  -                                                                                             ·~·~-=..::.::•-                                   (3) An of!l.cers' certificate stating in aubstance: . ·'~_f.::o .• o:::..-y?;;;:'·~~~;- :  ·-~~;·     . ~~--~>:· .·                     (i) That no part of the prior lien bonda made the:-:                                   bruda for the application has theretofore been made       ., .. _                                    the bruda for the withdrawal of c·8811 pwant to this                                    Section 6;                                       ( ii) That no part of the prior lien bonds made the                                    basis for the application has been paid or retired out                                    of moneys received by the trustee or other holder of                                    the prior lien securing such prior lien bonds on ac­                                   count of insurance or partial release or upon the exer­                                   cise of the power of eminent domain, and that imme­                                   diately after the Withdrawal of cash, application for                                    which is then being inad'e, the amount of cash and                                    prior lien bonds then held by the Trustee hereunder                                    and by the trustee or other holder of the prior lien                                    securing such prior lien bonds will be suf!l.clent to con­                                   stitute such prior lien a funded prior lien; and                                       (iii) In case the prior lien bonds delivered to the                                    Trustee pursuant to paragraph (2) of this Subdivl­                                   aion (b) are canceled, that such prior lien bonds were                                    not theretofore canceled or surrendered by the Trus­                                   tee pursuant to Section 3 of Article VI;  





 






                          199          ( o) Whenever all property 1111bject to 11. particular funded      prior lien and all prior lien bonds secured by 1111ch prior     lien held by the Trustee have been released from the lien of      this Indenture pursuant to Section 3 and Section 4 of Article      VII, all moneys then held by the Trustee on account of prior      lien bonds secured by 1111ch prior lien, lihall be paid ove to      the Company upon compliance with Section 1, 2 or 4 of this      Article VIII.   Prior lien bonds and coupons for the payment or redemption  of which moneye lihall have been irrevocably deposited with  the trustee or other holder of the mortgage or other lien  securing 1111ch prior lien bonds (whether npon or prior to the  maturity or redemption of 1111ch prior lien bonds) llhaD. be deemed ·   to have been paid within the meaning of this Section 81 provided        ·.,.  that, if 1111ch prior lien bonds are to be redeemed prior to the ma·  turl.ty thereof, notice of 1111ch redemption lihall, according to an  opinion of counsel furnllihed to the Trustee, have been publilihed  or otherwise given ae required by the mortgage securing 1111ch  prior lien bonds or provisions ootiefactoey to the Troatee lihall  have been made for such notice.      SIIICTION 7. Any moneys received by the Trustee pursuant  to Section 3 (!I) of Article VII upon the release of any :fb:ed  non-bondable property and any moneys received by the Trustee in  payment· of· the principal of obligations deposited· with the Trus­ tee pursuant to said Section 3 (d) upon the release of any such  property, or upon the release of any such obligations, lihall be  paid over from time to time by the Trustee to or upon the order   of the Treasurer or an Assistant Treasurer of the Company, in   an amount equal to the lesser of the cost or the fair value to   the Company of other fixed non-bondable property acquired by   the Company simultaneously with or subsequent to the date of   the application for the release with respect to which such cash   or obligations were deposited, but only upon receipt by the Trus·   tee of the resolutions, certificates, instruments and opinion of  





 






                                              200                        counsel of the kind described in, and setting forth the facta with                       respect to such property specified in Subdivisions (a), (b) and                       {c) of Section 1 of this Article VIII, together {in case of with­                      drawal of cash deposited upon the release of property not subject                       to an unfunded prior lien) with the prior lien bonds and cash                      prescribed in Subdivision {tl)  of said Section 1 except that such                      certificates, instruments and opinion,                             {a) need not state that the property therein described                          consists of property additions, but in lieu thereof shall state                          that such property is fixed property; and  ' .                             {b) shall omit the statement required by paragraphs (2)                          and ( 4) of said Section 1 (b) and in lieu thereof shall state                           that no portion of such property has theretofore been ln·.f1:'•: :<::;~jf;;:;., ·                          eluded in any certiftca~ filed pursuant· to the provisions of .'-.._.. ,  . -· ·                          this Section 7 and that the construction or acquisition of ·                          ·such property was desirable in the conduct. of the business                          of the Company.                                                                                         (                         No cash shall be withdrawn from the trust estate pursuant to                       this Section 7 on the basis of property subject to an unfunded                       prior lien, unless the cash being withdrawn was deposited upon                       the release of property subject to an unfunded prior lien.                          SIIIOTION 8. AJJy moneys held by the Trustee u a part of the                       trust estate {other .than moneys held on account of. prior lien                       bonds or judgment liens), and not paid .over to the Company                       pursuant to the other provisions of this Article VIII, shall, at                       the election and in accordance with the request of the Company,                       evidenced by a certified resolution, be applied by the Trustee from                       time to time to the purchase of Bonds outstanding hereunder                       (of such series and within such limitations as to price as may                       be specified in the resolution) or to the redemption of such                       Bonds in accordance with the terms thereof. The Trustee shall                       make the purchases of the Bonds in such manner llB it may                       deem proper, but at prices not in excess of those specified in  





 






                          201   the resolution. Any particular moneys in excess of $25,000 held  by the Trustee as a part of the trust estate (other than moneys  held on account of prior lien bonds or judgment liens), which  shall not have been withdrawn within a period of three years  after the date of deposit, shall be applied forthwith by the  Trustee to the purchase or redemption, at its election, of Bonds  of such series. as may be selected by the Trustee in its dis­ cretion, but only in case of failure of the Company to deliver  to the Trustee, in accordance with this Section 8, a certified reso­ lution specifying a series of Bonds so to be purchased or redeemed.  The Trustee shall not, unless the Company shall otherwise author­ ize, purchase Bonds at a price or prices exceeding the redemp­ tion price thereof prevailing at the time and accrued interest to  the next interest date, or if not redeemable, at a price or prices  exceeding the principal amount thereof and accrued interest ic( '  the next interest date. Unless all or substantially all of the  properties of the Company (other than obligations and cash held ....  by the Trustee) shall have been released from the lien hereof, the  Trustee may  purchll3e from the Company Bonds which have  theretofore been is!!lled by the Company and reacquired by it.     Upon the purchase or redemption by the Trustee of any Bonds  pursuant to the provisions of this Section:         (a) The Company  shall pay to the Trustee all interest      up to but not including the day of purchase or redemption,      as the case may be, on all Bonds. so purchased or redeemed,      together with an amount by .which .the aggregate purchase or      redemption price (excluding interest) paid by the Trustee      exceeds the aggregate principal amount of the Bonds.. pur­     chased or redeemed. The cost of all advertising or publish·      ing shall be paid by the Company, or, if paid by the Trustee,      shall forthwith be paid to it by the Company upon demand;      and          (b) The Trustee shall pay to or upon the order of the      Treasurer or an Assistant Treasurer of the Company, from      any moneys held by the Trustee as part of the trust estate,  





 






                          202      11.11. amotmt equlll to the amount by which the aggregate prlll·     ciplll amotmt of Bonds purchased exceeds the aggregate plll'­     chase price (less interest) paid by the Trustee for such      Bonda.      In case 1111 or aubstllll.tilllly all of the properties of the Com·  puy (other thllil obligations llll.d cash held by the Trustee) shall  have been released from the lien hereof, no payment shall be made  to the Compuy by the Trustee pursuut to the provisions of this  Section until all of the Bonds (other thu Bonds held by the  Company)  shill have been paid, redeemed or otherwise retired.     All Bonds purehased by or delivered to the Trustee tmder the  provfll!.ons of this Section 8, together with the unmatured coupons  thereto appertaining shall be forthwith CIIJI.Celed upon :receipt ""., , '"'""""' ,  thereof by the Trustee.                              --··· ., ' "''7      SIIIC'l'ION 9. The Compuy may, at uy time at its election  (whether at or prior to the maturity or the redemption date  ot the particular Bonds), deposit cash with the Trustee for th1>  payment at maturity or on redemption of all the Bonds and        t.  coupons or of uy part thereof speciJied by the Company at the  time of such deposit. Any moneys so deposited by the Com- pany shall not be included in the trust estate but shall be re- ceived by the Trustee for the account of the holders of the Bonds  and coupons to be so paid or redeemed and shall be paid to  them, respectively, at maturity or on the redemption date, upon  the presentation or ·surrender of their Bonds and coupons,· to- gether, in the case of Bonds called for redemption, with all  unmatured coupons appertaining thereto. Upon surrender by the  Company from time to time to the Trustee for cucellation prior  to such maturity or redemption date, as the case may be, of any  of the Bonds, with all unmatured coupons appertaining thereto,  against which such deposit shall have been made, the Company  shall be entitled to receive from the Trustee the cash held in  respect of such Bonds and coupons so surrendered.     Any  moneys so deposited with the Trustee by the Company  for the payment or redemption of Bonds and coupons and re- 





 






                                             203                      maining nncllli.med by the bearers or registered owners of Bonds                     or the bearers of the coupons for six years after the date of                     each such maturity or redemption shall, upon the written re­                    quest of the Company therefor, be repaid by the Trustee to the                     Company  upon its written receipt therefor, and such bearers                     or registered owners of the Bonds and holdet•s of the coupons                     shall thereafter be entitled to look only to the Company for pay­                     ment thereof. The Trustee, before . being .  required..  to make any                     such payment to the Company, mny nt the expense of the Com­                    pany cause a notice to be published once in an authorized news­                    paper in each city in which the Bonds and coupons are payable,                     stating that such moneys remain unclaimed as aforesaid and that                     after a date stated therein they will be returned to the Cumpany; . ,    ..                     but ~e Trustee shall be under no duty to cause such notice to be.,.J;,; 7,.,,:,~~b\:-''''i":i;~ ... ,·.;~;"  . .                published.                                             ;1 ... ·····;·:'' .. '."''''~'; .........,; ...                                                                                          .;..                        SECTION 10. AJJ.y moneys held by the Trustee as.a part.of the                     trust estate, may at the request of the Company, evidenced by a                     certified resolution, be invested or 1-einvested by the Trustee in                     any bonds or other obligations of the United Ststes of America                     designated by the Company, and not disapproved by the Trustee,                     which as to principal and interest constitute direct obligations of                     the United States of America; but the Trustee shall not be re­                    quired to make any such investment after it has canceled and                     discharged the lien of this Indenture in accordance with Article                     XVI  hereof. Until 11n eYent of default hereunder sh11ll occur                     and be continuing;· any interest on such bonds, obligations and                     securities which may be received by the Trustee shall be forth·                     with paid to the Company. Such bonds, obligations and securi­                    ties shall be held by the Trustee as a part of the trust estate;                      but, upon a like request of the Company or at any time when the                      Trustee in its discretion shall deem such action advisable, the                      Trustee shall sell all or any designated part of the same and                      the proceeds of such sale shall be held by the Trustee subject to                      the same provisions hereof as the cash used by it to purchase the                      bonds or other obligations so sold. In case the net proceed's (ex­                     clusive of interest) realized npon any sale shall amount to less  





 






                          204.   thnn the amount invested by the Trustee in the purchase of the  bonds or other obligations so sold, the Trustee shall within five  days after such sale notify the Company in writing thereof nnd  within five days thereafter the Company shall pay to the Trustee  the amount of the difference between such purchase price and the  amount so realized, nnd the amounts so paid shall be· held by  the Trustee in like mnnner nnd subject to the same conditions  as the proceeds realized upon such sale.     Whenever the Compnny, upon any application for which pro­ vision is made in this Indenture in respect to the withdrawal of  cash held by the Trustee, shall. become entitled to the payment  to it by the Trustee of any moneys theretofore deposited with or  then held by the Trustee under this Indentu:re, the Company  shall accept bonds or other obligations held by the Trustee u  part of the trust estate pursuant to this Section 10, to the eXtent.  that such bonds or other obligatione shall be tendered to it by  the Trulltee in lieu of cash; and such bonds or other obligations  shall be accepted in lieu of such cash at the cost thereof to the  trust estete.                                                                   (     SECTION 11. Except as otherwise expressly permitted by this  Section 11, no cash held by the Trustee as a part of the trust  estate shall be paid over to the Company or applied to the pur­ chase or redemption of Bonds pursuant to this Article VIII, if  the Compnny is to the knowledge of the Trustee in default here­  under; and the Company shall furnish to the Trustee, in connec·  tion with each application pursuant. to this Article VIII, an  officers' certificate stating that the Company is not, and by the   making or granting of the application will not be, in default in   the performance of any of the terms or covenants of this Inden·   ture. In case the trust estate shall be in the }Jossession of one or   more receivers lawfully appointed or of a trustee in bankruptcy   or reorganization proceedings (including a trustee or trustees   appointed under the provisions of Chapter X of An Act to estab­  lish a uniform system of bankruptcy throughout the United   States, approved July 1, 1898, as amended) or of assignees for the   benefit of creditors, the powers by this Article VIII conferred upon  





 






                                            .205                     the Company with respeet to the withdrawal of moneys on the                    basis of property additions, and with respect to the application of                    moneys held by the Trustee on account of judgment liens or prior                    lien bonds to the payment, cancellation and discharge of the re­                   apeetive judgment liens or prior liens with respect to which such                    moneys were deposited, may be exercised by such receivers, trus·                    tees or assignees, with the approval of the Trustee, regardless of                    whether or not the Company is in default hereunder, and in such                    event a writing signed by such reeeivers, trustees or assignees                    may be received by the Trustee in lieu of any certified resolution                    required by the provisions of this Article, and such reeeivers, tru&                    tees or assignees may make any certificate required by this Article                    to be made by an offl.cer or ofil.cers of the Company. If the Trus-":L .,,' i:l,~. •..  : ;o•' :·.   :,- .-•           tee hereunder shall be in possession of the trust estate under'rft~ ·:~·:~.':'!S~:~_:f!i:;~:,;;.:                    any provision of this Indenture, then all such powers by thf8~'¥.;~~~j'                    Article conferred upon the Company may be exercised by the·,:_·- · .. -·--:;··:• ·f:'r~::·                    Trustee in its discretion.                             '"): :,  C: . ~-;J;:;;}·.:;                                          .ARTICLE  IX.                                      REMEDIES UPON DEFaULT.                        SECTION 1. In case any one or more of the following events                     (herein called "events of default") shall happen and be continu·                    ing, that is to say:                           (a) Default shall be made in the due anif punctual pay·                        ment of the principal of any Bond when and as the same                        shall become due and payable whether at maturity or other·                        wise;                           (b) Default shnll be made in the due and punctual pay­                       ment of any instalment of interest on any Bond or in the due                        and punctual payment or satisfaction of any sinking fund                        obligation, when and ns such interest instalment or sinking                        fund obligation, as the case may be, shnll become due and                        payable as in such Bond or in this Indenture or any inden·  





 






                                                  206                               ture supplemental hereto expressed, and such default Bhnll                              continue for a period of thirty days;                                 (o) Default shall be made by the Company in the per­                             formance or observance of any other of the covenanta, agree­                            ments or conditions on its part in this Indenture or any in­                             denture supplemental hereto or in the Bonds contained, and                              such default shall continue for a period of sixty days after                              written notice to the Company by. the Trustee or by not less                              than fifteen per cent. (15%) of the Bondholders;                                 (d) Default shall be made in the due and punctual pay­                             ment of the principul of any of the prior lien bonds, when and                              lUI the llllDle shnll become due and payable, either at maturity                              thereof, by declaration or otherwise, or default shnll be made                              in the due and punctual payment of any instalment of intereet :· '' ,., · ~-:·                              on any prior lien bonds when and lUI the same sb,all become ··                              due and payable and such default shall continue beyond the                              period of grace, if any, specified in the prior lien securing   -:··-                       said prior lien bonds ;                                 (e) If the Company shnll ( 1) admit in writing its inabil· (                              ity to pay its debts generally as they become due, ( 2) file a                              petition in bankruptcy, ( 3) make an assignment for the                              benefit of its creditors, ( 4) consent to the appointment of a                              receiver of itaelf or of the whole or any substantial part of                              the trust estate, or ( 5) on a petition 1n bankruptcy 11led                              against the Company be adjudicated a bankrupt;                                 (f) If an order, judgment or decree shall be eatered by                              any court of competent jurisdiction appointing, without the                              consent of the Company, a receiver of the Company or of the                              whole or any substantial part of the trust estate, and such                              order, judgment or decree shnll not be vacated or set aside                              or stayed within ninety days from the date of such appoint­                             ment;                                 (g) If the Company shnll (1) 11le a petition under the                              provisions of Chapter X of An Act to establish a uniform  





 






    eystem of bankruptcy throughout the United States, approved      July 1, 1898, as amended, or (.2) ftle an answer seeking the      relief provided in said Chapter X;         (h) If a court of competent jurisdiction shall enter an      order, judgment or decree approving a petition ftled against      the Company under the provieiona of said Chapter X, and      such order, judgment or decree shall not be vacated or set      aeide or stayed within sixty days from the date of the entry      of such order, judgment or decree; - ·         ( i) If, under the provisions of any other law for the      relief or aid of debtore, any court of competent jurisdiction      :;::l::::£~n~:t~~==~~r=                            ~T" -'-~'i~~fii'      from the date of assumption of such custody or control; or · .  - :~~         (j) If 1lnal judgment for the payment of money in excess     .::~~:      of One hundred thousand dollare shall be rendered against      the Company and the Company shall not discharge the same      or provide for its discharge in accordance with its terms or      procure a stay of execution thereon within thirty days from      the entry thereof or shall not within said period of thirty      days, or such longer period during which execution on such      judgment shall have been stayed, appeal therefrom or from      the order, decree or process upon which or pursuant to which      said judgment shall have been grented, passed or entered      and cause the execution thereof to be stayed during such      appeal;   then, and in each and every such case, the Trustee may, iu its  discretion and, upon written request of not less than twenty-five  per cent. ( 25%) of the Bondholders, shall by notice in writing  delivel'ed to the Company declare the principal amount of all  Bonds, if not already due and payable, to be immediately due   and payable; and upon any such declaration all Bonds shall be­  come and be immediately due and payable, anythlag in thiEi Inden·  





 






                               208        ture or in any of the Bonds contained to the contrary notwith­      standing. This provision, however, is subject to the condition       that, if at any time after the principal of the Bonds shall have       been so declared due and payable and prior to the date of matur­      ity thereof as stated in the Bonds and before any sale of the trust       estate shall have been made, all arrears of interest upon.all such       Bonds (with interest at the rate specified in such Bonds on any       overdue instalment of interest and. the. expenses of the Trustee,       its agents and attorneys) shall either be paid by the Company       or be collected and paid out of the trust estate, and all defaults       as aforesaid (other than the payment of principal which has been       so declared due and payable) shall have been made good or lie-      cured to the satisfaction of the Trustee or provision deemed by     .       the Trustee to be adequate shall be made therefor, then, and in . , .· 7       every such case, a majority of the Bondholders may waive mch · --'':': :~~!~+":" ';. ··       default and its consequences and rescind such declaration; but no  , ,...  "'.such waiver shall extend to or affect any subsequent default or   ·   impair or exbaust any right or power consequent thereon.           SECTION 2. The Company  agrees, to the full extent that it    (       may lawfully so agree, that if an event of dcf11ult shall happen       and be continuing, the Company upon demllnd of the Trustee       shall forthwith surrender to the Trustee the possession of, and       it shall be lawful for the Trustee, by such officer or agent as it       may appoint, to enter and take possession of all of the trust estate       an·d to hold, operate and Ii111nage the trust estate and from time       to time make all necess11ry repairs and such alterations, addi·       lions, advances and improvements ns it· may deem wise; and to       receive the rents, income and profits thereof and use the same to       pay all proper costs and expenses of so taking, holding and man­      aging the trust estate, including reasonable compensation to the       Trustee, its agents and attorneys, and all charges of the Trustee       hereunder and any taxes nnd assessments and other charges prior       to the lien of this In'denture which the Trustee mny deem it wise        to pay and all expenses of such repairs, additions and improve­       ments, and, subject to Section 2 of Article IV, to apply the re­       mainder of the moneys so received by it as follows:  





 






                          209         (a) in case the principal of any of the Bonds shall not     have become due, to the payment of the interest in default,     in the order of the maturity of the instalments of IIUch     interest, with interest at the rate specified in such Bonds on     the overdue instalments thereof; such payments to be made     ratably to the persons or parties entitled thereto, without     discrimination or preference; or         (b) in case the principa.l.of any of the Bonds shall have     become due, by declaration or otherwise, first to the pay·     ment of accrued interest in the order of the maturity of the     instalments thereof with interest at the rate specified in     such Bonds on the overdue instalments thereof, ud next to ..       . .-:      r=~~.~:~!r:::ti: :r~:::?esliU;,. · ..                  '~j.;:~~!       Whenever all that is due upon such interest instalments ud ·       ·-.,~ .::.  upon the principal of such Bonds, ud under uy of the terms  of this IndentUre, shall have been paid and all defaults made  good, the Trustee shall surrender possession to the CompiiUiy,  its successors or assigns. The same right of entry, however, shall  exist upon any subsequent default.      SECTION 3. if an event of default shall happen ud be con·  tinning, then, ud in every such case, the Trustee may, if and to  the extent permitted by.law, by such ofllcer or agent as it may  appoint, with .or without entry, sell the trust· estate as ·an  entirety or in such parcels as the holders of a majority of the  Bondholders shall in writing request, or, in the absence of such  request, as the ~stee may determine, at public auction at some  convenient place in the City of Topeka, Kansas, or at such other  place or places as may be required by law, having first pub·  lished notice of such sale in an authorized newspaper in the City  of Topeka, Kansas, and in an authorized newspaper in each of  the cities in which the principal of any of the Bonds is payable,  at least once in each of four successive calendar weeks preced·  ing such sale, and having given any other notice which may be  





 






                                                       210                                 required by law; and from time to time adjolll'n euch sale in ita                               discretion by announcement at tile time and place appointed for                               such Bille or for such adjourned BD.le or sales without further notice                               except such as may be required by law; nnd upon such Bille make                               oll.' deliver to the purchllBer or Jllll'ChllBei'B a good and 11ulftclent                                deed or deeds for the BD.Ille. The Trustee and its BUCCeBBOll'll                               are hereby Irrevocably appointed tile true and inwfnl attorneys                               of the Company, in its nllllle and stead, to make all necelll!lley                               conveyances, 11B8ignments and transfers of property thus sold;                               and for that plll'pOBe it and they may execute all necessary deedil,                               billil of sa1e and inatruments of llBBignment and transfer, and nuey                               oubetitutll one or moru pet'I!Ona, ftrmo or corporationm with lib                               power, the Company hereby rutifylng and con1lrmin# iii tlid .  ..... ·  .:·; '· : ·;·-               its BD.id attorney~~, or nell nbstitute or aubetituteu, llhalllawfullif   .... -· .·                  do 111 virtue hereof. :Nevertheleaa, if Be requeBted by the Tl'llllt.eG                               111 any pureh~~.~~er, the Company lllhall ratify and confirm any nell ·                               sale or transfer by executing !llld delivering to the T.rutee ·                                to nell purehllBer or piirehaaeru all proper conveyances, ~ ··                                menta, instruments of tranafer, and releasee aa may be deaignated                               in any nch request.                                             (                                  SECTION 4. If an event of default shall happen and be con­                               tinuing, then, and in every ouch cue, the Truatee may in ita          ~ ,: -                 discretion, and ohall, at the requeat in writing of not leoa than         ··•                                twenty-live per cent. (23~) of the Bondholders, proceed by ouit                                or anita at law or in equity or by any other appropriate remedy to                                enforce payment of the Bonds· and to foreclose thill mortgage and                                to sell the trust estate under a judgment or decree of a court or                                courts of competent jurisdiction, or by the enforcement of any                                other appropriate legnl or equitable remedy as the Trustee, bein1f                                advised by counsel, shall deem most effectual to protect and                                enforce any of its rights or any of the rights of the Bondholder~~,                                provided that, if in tile opinion of counsel for the Trustee such suit                                or nits would Ukely involve the Trustee in any expense or llabfi·                                ity which it would not be entitled to collect out of the truat estate,                                the Trustee may require reasonable indemnity against anch                                expense or liability aa a condition to such proceeding with such                                anlt or suits.  





 






                                                                                               ·'                                                                                                ·.!'_:i··                                                                                                 ··~                                                                                                 .~i~-                                                   211                              SllCTION 5. Upon any lillle being made either under the power                          of !lll.le hereby given or under judgment or decree in any judicial                          proceedings for foreclosure or otherwise for the enforcement of                          this Indenture, the principal of nlllionds, if not previously due,                          and the interest accrued thereon, shall at once become and be                          immediately due and payable.                             SECTION 6. Upon any lillle, whether made under the power of                          sale hereby given or by virtue ·of jutUcilil proceedings, the whole                          of the trust estate shall be sold in one parcel ns au entirety, unless                          such sale ns an entirety, in the judgment of the Trustee, shall be                          impracticable by reason of some statute or other caue, or nnll'l!llll                          n majority of the Bondholders sbnll in writing reqneat the Trnii-J\,        : ..              tee to cause the trust estate to be sold in pnreels, in which                          the lillle llhnll be made in anch pnreell!l antlin soch 'Order ::.-::-:=:  ~ ......~.~  ~J'. '. ::~~·'":;-.'     ·,.                  be speci11ed in soch ~1nest, but, if not eo specl11ed, u the Tl'ir.~~:.:                          tee in its discretion shall deem most expedient in the Interest.                          the Bondholders. The Company, to the full extent that it' ·                          lawfully do so, for itself, and for all who may claim through or                          under it, hereby expressly waives and releues all right to have                          the trust estate or any part thereof marshalled upon any fore­                         closure, sale or other enfo1•cement hereof, and the Trustee, or any                          court in which the foreclosure of this Indenture or the administra·                          tion of the trust hereby created is sought, shnll have the right as                          aforesaid to sell the entire trust estate as a whole ln a single                          parcel.                             Upon any Bille, whether ·mnde· under the power of sale hereby                          given or by virtue of judicial proceedings, any Bondholder or                           Bondholders or the Trustee may bid for and purchase the mort­                         gaged property, and upon compliance with the terms of sale, may                           hold, retain and possess and dispose of such property in their or                           its own absolute right without further accountability; and any ·                           purchaser at any such snle may, in paying the purchase money,                           turn in any of the Bonds and coupons in lien of cash to the                           amount which shnll, upon distribution of the net proceeds of                           such snle, be payable thereon, subject, however, to the provisions                           with respect to extended, pledged and transferred coupons con·                           tnined in Section 2 of Article IV. Snid Ronda and coupons, in                           cllfie tile amount so payable thereon shall be less thnn the &nlonnt                                                                                                       .. I  





 






due thereon, iihall be ret111'D.ed to the holdere thereof after being  properly &tamped to show partial payment.    Upon any lllllle, whether made UDder the power of lllllle hereby  given or by virtue of judicial proceedings, the receipt of the Trus- tee, or of the ofll.cer making a lllllle UDder judicial proceedings,  shall be a sufll.cient diBcharge to the purchuer or ptll'cha.Bere at  any lllllle for hiB or their purchase money, and such pilrchaser or  purchaser~~, hia or their. usigna or per&O!lal repreaenta.tive, Bhe.ll  not, after payiBg auch purchase money and receiving auch receipt  of the Truatee or of such officer therefor, be obliged to see to the  application of auch purchase money, or be in any wise an.swerable  for any lose, misapplication or non-application thereof. .    Ally rmch lllllle, whether UDder any power of BBle hereby given  or by virtue of judicial proceediilga, Bhe.ll operate to diveet,· ~ ~~~  right, title, intereat, clnim lllid demand whataoever, either at Iii  or in equity, of the Company, in and to the property oold, and '.. ::.;·;;;  ""''"'~"·  llhe.ll be a perpetual bar both at law and in equity, agaJnat the >·., .. ,d>d<'.,;:-:.  Company, ita lllCCe880l'8 UDd usigns, and against any and an  persons claiming or to clnim the property oold or any part thereof  from, through or under the Company, ita successors or assigns.      SECTION 7. The proceeds of any sale, whether made under  any power of sale herein granted or pursuant to judicial pro­ ceedings, together with any other sums which then may be held by  the Trustee under any of the provisions of this Indenture as part  of the trust eata.te, shall be applied as follows:        First: To the payment of the costs and expenses of snell      sale, including a reasonable compensation to the Trustee,      ita agent&, attorneys and counsel, and of all necessary or      proper expenses, liabilities and advances made or incurred      by the Trustee under this Indenture, and to the payment of      all taxes, assessments or liens superior to the lien of this      Indenture, except any taxes, assessments or other snper•ior      liens subject to which such snle shnll have been made;      . Second: To the payment of tlte whole amount then owing      or unpaid upon tlte Bonds for principal and interest, with  





 






                           Interest at the rate specltled in 11111ch Bondli on overdue prin­                            cipal and overdue inatalmenta of intereat, and, in ease such                             proeeede shall be insufftcient to pay in full the whole amount                             so due and unpaid upon the Bondli, then to the payment of                             such principal and interest ratably, without preference or                             priority of principal over interest, or of interest over princi­                            pal, or of any instalment of. interest over any other inatal­                            ment of interest, subject, however, to.BectionJ~ of Article IV.                             Such payments shall be made on the date fixed therefor by                             the Trustee, upon presentation of the several Bondli and                             coupons and stamping thereon tbe amount paid, if                             Bonde be only plll'tly paid, and upon 11111nender and                             tion thereof if fully paid; and                               nird:--AJJ.-nrpiU. tiiei''rem.!ii,»s to ·tlie COi''in'. Plll1Yi'  •','.:.....                liUCCeliliOrB Or aeeisne, Or to WhomBoever may be lawfully!·;· ;~{i~~~~r                             titled to li.'IICilive the same, or u a· court ~ competent j~ ·                             diction ma;y direct.   ·     .· · '              ~··                             8JDOTION 8. In case                                (a) default shall be made in the payment of any instal·                             ment of interest on any Bond, when and as the same shall                             become due and payable, and such default shall have con­                            tinued for a period of thirty days; or                                (b) default shall be made in. the payment of the principal                             of any Bond, when the same shall have become due and pay­                            able, whether at maturity thereof or by declaration as author- ·                             ized in Section 1 of this Article, or upon a sale as provided                             in Section 5 of this Article, or otherwise;                          then, upon demand of the Trustee, the Company will pay to the                         Trustee, for the benefit of the holders of the Bonds and coupons,                         the whole amount then due and payable on all such Bonds and                         coupons, for interest or principal, or both, as the case mny be,                         with interest at the rate specified in such Bonds upon the overdue  





 






                          214   principal nn•l the o\·~r•lm• insl~tlnumh~ of interest, and, in case the  Com1mny shnll f11il to pay t.he ~<~nne forthwith upon such <lemaml,  the 'l'rnstee, in its own 11111111' nml ns trnNt.ee of nn PXprc""' truNt.,  sh111l be eut.itleli to rect>ver judgment agninst the Company for  the wlmle amount so due null unpatill.             .     The Trustee shnll, if JWrmitte.l by law, be entitloo to rccovt'r  ju~ib'IUent WI nforemill· eitlwr before· or after or during the pend­ ency of any proceedings for· the enforcement of the lien of this  Indenture upon the trust eNt.nt.e, nnd in the cnse of a snle of the  trust estnte nnd of the npplicnt.ion of the proceeds of snle to the  payment of the indebte<.lnCl!H hereby secured, .the Trustee, in ita  own name nnd ns trustee of nn el.1'l'CIIII trust, lllhall be entitled to  enforce payment of null to receive nll amonnbl then renl!llnlng due ·· ·   nnd unpaid upon nny nnd nll of the Bonds nnd eoupou, for· ·  benetlt of the holders thereof, nnd shnll be entitled to l'l!<!over ":  judgment for nny portion of the indebtedness mainlng unpaid,.·· . '  with interest, WI aforeSaid. No reeovei'J' of nny mch judgment b7 ;.·:·.""~;;:.;?~~~":  the Trustee, nnd no levy of any execution under nny mch judg·  ment upon the trust estnte or nny port thereof, or upon nny other i  property, shnll in nny mnnner or to nny extent nfi'eet the llen or \  this Indenture upon the trust eshtte or any part thereof, or any  righbl, powers or remooies of the Trustee hereunder, or any lien,  righbl, powers or remooies of the holders of the Bonds, but such  lien, rlghbl, powers and remedies shnll continue unlmpnlred ns  before.     Any moneys collected by .the Trustee under this Section shall  be applloo by the Trustee towards payment of the amounbl ihen  due and unpaid upon such Bonds nnd coupons in respect whereOf  ·such moneys shall have been collected, rntnbly and without nny  preference or priority of any kind (except na providoo in Section  2 of Article IV), according to the amounts due and payable upon  such Bonds Rnd coupons, respectively, at the date ftxoo b~· the  Trustee for the distribution of such moneys, upon presentation  of the several Bonds and coupons and stomping such pn.yment  thereon, if partly paid, and upon BlU'l'llnder nnd cnncellntion  thereof, if fnlly paid.  





 






                         215      EllllCl'lON 9. If lUI. event of default llhall happen ud be con;  tinul.ng ud upon 1lllng a bill in equity or other commencement  of judicial proceedings to enforce the rightll of the Trustee  and of the Bondholders, the Truatee as a matter of right shall, to  the extent permitted by law, be entitled to the appointment of a  receiver or receivers of the trust eetate and of the income, rents,  iBBUee and protitll thereof pending such proceedinp, with such  powers as the court mlildng auch appointment shall confer, but  notwitblltiUI.ding the appointment of any :reCeiver the Truetee  shall be entitled to retain poDBesaion and control of uy property  depoeited or pledged with it hereunder or agreed or provided to  be delivered or depoeited or pledged with it hereunder.    SmarxoN 10. The Company agrees, to the full extent that it ._. ·  lU1 lawtully 1110 agree, that in case of a default on Ita pari, ·  llforee&id, neither the Company :nor any one cJnlmtng through  under it shall or will eet up, claim or oeek to tate advantage of  any appraisement, valuation, lltay, extenllio:n or redemption laws·  :now or heronfter in force in uy locality where any property sub­ ject to the lien hereof may be llituated, bi order to prevent or  hinder the enforcement or foreclosure of this Indenture, the abqo.  lute sale of the trust estate or any portion thereof, or the tinal  ud absolute putting into possesllion thereof, immediately after  such sale, of the purchaser or purchasers thereat, and the Com·  pany, to the full extent that it may lawfully do so, for itself,-and  all who may claim through or under it, hereby waives the bene1lt  of all such laW&     SmarxoN 11. Anything in this Indenture to the contrary not· - withstanding, a majority of the Bondholders shall have the right,  by an instrument in writing executed and delivered to the Trus­ tee, to direct· the manner and place of conducting all proceedings  to be taken for any sale of the tl•ust estate, or any portion thereof,  or for the foreclosure of this Indenture, or for the appointment  of a receiver, or any other proceedings hereunder; but none of  the Bondholders shall have any right or power to involve the  Trustee in any personal liability of any kind to anybody without  tlrst and from time to time indemnifying it to ita satisfaction.  





 






                              SliiC'rlON 12. No holder of any Bond or coupon lllhiill have                             the right to institute any rrnit, action or proceeding in eqllit;:y                             or at law for the foreel0011.re of thia Indenture, or for the execu­                            tion of any trust or power hereof, or for the appointment of                             a receiver, or fof the enforcement of any other remedy under or                             upon this Indenture, unlesa such holder previou.aly shall have                             given to the Trustee written ~otice of oome a:lstl.ng defanlt                             and of the continuance thereof, u hereinbefore provided, or unless,                             also, twenty-five per cent. (25%) of the Bondholders shall                             have made  written request upon the Trustee and shall have                             afforded to it a l'ell!IOnable opportuntt;:r, either to proceed to    ...                      exercflle the power111 hereinbefore granted, or to institute                             action, suit or proceeding in its own llllllle, or unless, ::;,;:~~·'                    · ...... :. nch holder or holders lllhiill have otrered to the Trostse  :'. -~t· :.: :             and indemnity satfllfactory to it·~ the eom, e:z:Penees   ... · ·:_ .. ,.'  .. :.                      Jlabllities to ~. inctmed therein or therebf, and the Trtu~t¥. :;;-~~f: :; 'l~: ·  ···:.                      shall have refulled or neglected to comply with nch reque!i_f;-:;,::::~ff"fS~~;\o·                             within a l'ell!IOnable time; and auch notification, request and offer· · · :.                             of indemnity are hereby declared, in every such ease, at the op-   ··· ~                             tion of the Trlllltee, to be conditions precedent to the execution (                             of the powers and trusts of this Indenture and to any action or                             cat111e of action for foreclosure or for the appointment of a re-                            ceiver, or for any other remedy hereunder; it being understood                             and intended that no one or more holders of Bonds or coupons                             shall have any right in any manner whatever hereunder or under                             the Bonds or coupons by his or their action to affect,· disturb or                             prejudice the lien of this Indenture or to enforce any right here-                            under, except in the manner herein provided, and that all pro-                            ceedings bersunder, at law or in equity, oball be instituted, bad                             and maintained in the manner herein provided and for the ratable                             benefit of all holders of Fl1lch Bonds and coupons. Nothing herein                             contained shall, however, affect or impair the right of any Bond·                             bolder, which is absolute and unconditiono.l, to enforce the pay·                             ment of the principal and interest of his Bonds at and after the                             maturity of such principal or interest, or the obligation of the                              Company, which is also absolute nnd unconditionnl, to pny the                             princlpo.l of and interest on each of the Bonds to the respective  





 






                                                 21'1'                          holder~~ thereof at the time and plll.ee in the Bond!J and eoupon11                         expressed.                            SEC'l'lON 13. In case the Tl'tllltee shall have proceeded to                         enforce any right under tliliJ Indenture b;y foreclosmre, entr,y or                         othel"''ll'ise and wch proceedings shall have been discontinued                         or abandoned for any rea.aon, or shall have been determined                         adversely to the Tl'1llltee, then, and in eveey 1111ch ease, the Com·                         pany and the Tl'1llltee shall. lie restored to their former position~~                         and righte hereunder in :respect to the tl'1lllt estate, and all rights,                         remedies and powers of the Tl'1llltee llhall continue 1111 though no                         rmch proceedinp had been taken.          -     ·':•. ' -',r                           SliloTION 14. All righte of action under tliliJ Indenture,  .: ·.: ~:~- ~~;;f;~_T··-~ :.::··~- under any of the Bonds, · enfO!'CIIIIble b;y the Tl'1llltee, ~    ...                  enforced by the Tr1mtee without the possession of any of                         Bonds or the coupon~~ thereunto belonging, or the pr<IKhtctl.on,,~:~;A~-;,;;,M                         thereof on the trial or other proceedlugs relll.tlve thereto,                         any wch rmf.t or proceedings instituted by the Trustee llholl be                         brought in ita own name for the ratable benefit of the holdem                         of the Bonds and coupons, subject to the provisions of this                         Indenture.                            SEC'l'lON 15. -The Trustee shall be entitled and empowered                         either in ita own name .01'  1111 trustee of, an express trust, or 1111                         attorney-in-fact for the holdem of the Bonds and the holders of                         the coupons, or in any one or more of such capacities, to file such                         proof of debt, amendment of proof of debt, clnim, petition or                         other document as may be necessary or advisable in order to ha.ve                         the clnims of the Tl'tllltee and of the holdem of the Bonds and                         of the coupons allowed in ·any equity receivership, insolvency,                         bankruptcy, liquidation, readjustment, reorganization or other                         similar pro~eedings reiative to the Company or ite creditors or                         afl'ecting ite property. The Trustee is hereby irrevocably ap·                         pointed (and the wccessive respective holders of the Bonds and                         of the coupons by taking and holding the same shall be conclu­                        sively deemed to have so appointed the Trustee} the true and  





 






                          218   lawful attomey·ln·fact of the respective bolder; of the Bcmdi!ud  of the coupona, with authority to mBke and 1Ue in the respec­ tive name~~ of the holder; of the Bonde or of the coupone, or on   behalf of the holder; of the Bonds or of the coupons ao a claoa,  subject to deduction from any such clllims of the amonnts of any  cJslms·1Ded byuy of the holder; ot the Bonde or of the coupo111  themselvea, any proof of debt, amelidmeDt of proof of debt, claima,  petitio111 or other documents in lllly such proceedlnp and to receive   payment of llliY · onm111· becoming !Ustribntsble on acconnt thereof,  lllld to execute ey other paper; ed documeDts ed to do lllld   perform ey lllld all acts lllld thlnp for ed on behalf of mch   holden of the Bondii and of the coupona, u ma.y be DEICelllllll'J' or  ad'rillilble in the opillion of the Trustee in order to have the l'E!IIp&C- .• ,.,>c: .. ·:r• •;  :   tive elotmm of the Tnatee !Uld. of the holder; of the Bonde u~~ot·.. ··~··~·" .. ~~-.~~: ..   the coupon~~ qalnit the Company or itlll property allowed in any·::~ · -. ::> .; ·'"''  mch p~, and to receive payment of or 0111 aeconnt ot mch ·J:'i§'"'·· :·:'#r': ··.   elllhu; provided, however, that nothlns contained in this Inden· -~t'L ~ 'l~·   tlll'EI lllhall be deemed to pve to the Tr1lltee any right to accept · :· ·.• · · · ·   or conaent to any plan of reorganilllation or otherwise by action   of llliY character in any IIIUch proceedb!g to waive or change in llliY   way llliY right of any Bondholder.      BliiC'riON 16. No delay or omission of the Trustee or of the   Bondholder~ to exereilie any right or power accruing upon lllly   event of default abaU impair uy mch right or power or shall   he collllltrued to he a waiver of ey auch default or acquie~~cence   therein; and every right lind power given by thia Article to the   Truatee may be exereilied from time to time and as often as may   he deemed expedient by the Truatee.       BIWTION 17. No Bonde owned or held by, for the account of or   for the benefit of, the Comp!my (other than Bonds pledged to   secure any obligation) shall he deemed outstanding for the plll'­  pooe of any calculation of outstanding Bonde provided for in thia   Article IX or llliY payment or distribution provided for in thl.ll   Article IX. Bonde owned or held by, for the account of or the   l.eneilt of, the Company, which have been pledged to llecnre l1ll  





 






                        obligntion, shall be deemed outntnnding for tbe purpose of 8111                          cnlculntion of outstanding Bonds provided for in tlrla Article IX                          and for the purpose of any payment or distribution provided for                          in this Article IX.                                                ARTICLE   X.                                      EVIDENClll OJ'. RIGB'l'S Oll'- BONDElOLDIIlll!l.                              Any demand,  request, couaent o~ other instrument, wbich                          this Indenture mii.J' require or permit to be l!llgned and executed                          by the Bondholders, mllJ' be in 8111 number of concurrent insl:ru·_                          ments of similar tenor and mllJ' be l!llgned or executed b1                         - Bondholders m person or b1 attorney appointed in writing.......  _:en  .~- :-: . :_~·-~:: ~-~-:~7~~:·:~;~;.:f~ -?~,- ~::.  .    . -  - . -         of the' execution of 8111 mch"iiemancJ, request, eouent or A ...,..,.  •.,:                           inBtrument, or-of a writing appoili.ting 8111 IIUch attorney, or of_- :   ~· ...... ,             the holding by any person-of the Bonds or coupou, Dhall be ntll·:.­                         cient for any purpose of tbiB Indenture if made in the :follo"'rlnn :                          manner:                                 (a) The fact and date of the execution by any penon                              of such demand, request, couaent or other instrument or writ·                              ing may be proved by the certificate of any notary public, or                              otber otll.cer authorized to take acknowledgments of deeds                              to be recorded in any stnte, tbat tbe person signing the same                              acknowledged to bim tbe execution thereof, or b1 an aftldav:it                              of a witness of such execution;· ·                                 (b) The amount of Bonds tranaferable by delivery held                              by 8111 person executing such demand, request, consent or                              other instrument as a Bondholder, and tbe issue and aerial                              numbers thereof, held by such person, and the date of his                              holding tbe same, may be proved by a certlftcats of ownerllhip                              executed by such person if such person is an insurance com·                              pany or, if such person is not an insurancP company, b1 a                              certiftcate executed by any trust company, bank, banker or                              other depositary wheresoever situated, If such certiftcv.ts shall                              be deemed by tbe Trustee to be satiafactory, showing that  





 






                                at the dli.te therein mentioned nch pel'IIOJI had on deposit                                  with nch depoaitar;r the Bonds deiiCl'l.bed in ncb. eerWlcate.                                  The Trtlllltee may 11.11111UD.e the continuance of any ncb. own·                                  ership 1lllless and until it reeeivea proof, satlefactory to it,                                  to the contrary.                                 The Trustee may nevertheless in its discretion require fur.                              ther proof in cuea where it deems further proof desirable. The                              owneioship of coupon Bonds registered ·as to principal and of reg·                              istered Bonds without coupons shall be proved by the registry                              books.                                 The Trustee shall not be bound to recognize any person WI a                              Bondholder 1lllless and 1llltll hill title to the Bonds held by him is ''!~-- ,- :_ ,,_:;­                             proved in the mamier in this Article provided.    _·  , · ' '-__ ;lJ)!,:':::t   .· ::. . ' -~   .-.:.                       ~-~ $"iibJeei: iO"the'PiQVisloiil! Oi Ariicle :x:v, any-demand,- ~~!I"~~·!.~J~t~~;  . ·. ~- .:· ·..             or consent of the holder of an;y Bond ahall_hind all future holdere --,-,-;, - .{ii-. _. - -~~'                              of the same Bond bi respect of a.nythfng done or llllfl'ered by the O,:t_:,.- · ,f_ , -,:_:- ·.·:.                       c0mPaDY  or Trustee in purimance thereof.-           -•'"  "'=:_, -- ,_, -- -- _. -                                                                                               (                                                   ARTICLE XI.                                 !llllMUNlTY OF !NCOIU'OilATORS, STOCKHOLDERS, 0FFICEI15 AND                                                     DmECTOilll.                                 No recourlie shall be had for the payment of the principal of,                              or the interest on, any Bond, or for any claim based thereon or                              on this Intlenture or any indenture B11pplemental hereto, against                              llllY incorporator or against any stockholder, director or officer,                              past, present or future, of the Company, or of any predecessor                              or successor corporation, ns such, either directly or through the                              Company   or 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, whether at common law, in equity, by any constitu­                             tion, statute or otherwise, of incorporators, stockholders, dire-ctors                              or officers being released as a condition of and consideration for                              the execution of this Indenture and of the issue of the Bonds and                              conpoDII.  





 






                     ARTICLE   XII.                CoNSOLIDATION, MEIIGIIIR AND SALE.      SECTION 1. Nothing in this Indenture contained, or in any   Bond secured hereby, shall prevent the consolidation with the   Company or the merger into the Company of any other corpora­  tion or prevent any merger of the Company into any other corpo­  ration or prevent the sale or leaSe by the· Company of its property   as an entirety or substantially as an entirety upon the terms here- . inalter set forth; provided that:          (a) any sneh consolidation or merger or Bille or lease ·      shall be on sneh termau not to ~pair the lien and·   ·      ot this Indenture upon any part of the trust atate       of the rights and powers 'of the Tru8tee or of the holdei:ili1f       the Bond111;                                                . ~ ... :          (11) ln Cll8e of any wch consolidation, merger into an·       other corporation or Bille:             ( 1) the principal o.mount of indebtedness which is          outstanding immediately after such consolidation, mer·          ger or sale and which will be secured by a lien or liens.          on the properties of such other corporation, other than a          lien or liens either junior to the lien of this Indenture          or constituting funded prior liens, shnll not eli:Cecd          seventy per cent. (70%.) .of the fair. value of the prop·          erty of the nnture of property additions then owned          by such other corporation, without limitation ss to the ·          date of acquisition, as stated in nu independent engineer's          certificate to be tiled with the Trustee prior to or aim·          ultaneonsly with such consolidation, merger or sale, or          the cost to such other corporation of such properties, if          such cost is lower ; and              ('2) the net earnings of such other corporation avail·          able for interest, depreciation nnd property retirement           (determined in the manner provided in Article I) for  





 






   lilly twelve consecutive culendlll' months during the     period of 1lfteen calendiU' months bnmediately preceding     the fuoat day of the month In which such consolidation,     merger or sale is to be made, shall have amounted in     the aggregate to not less thllll the greater of two and ont!­    half times the amount of the llllnualinterest chnrges on,     or ten per cent. (10%) of the principal nmount of, (i}     all Indebtednesa secured by such liens on the properties     of mch other col'p(!ration which will be outstanding ilnme­    diately after such consolidation, merger or Bille, and ( ii)     all other indebtednesa of such other corporation maturing     more thllll one yeur frOm the date of creation thereof     which will be outstanding bnmediately after mch coilsoll·     dation, merger or sale, in case mch other COl'pGration shall     :not, sbnultenoously with nch consolldation, merger or ·     sale, execute lllld deliver to the Trustee IUid en118e tO~lHt .     recorded a npplemental mdenture nbjecting to the lle:n ' ·     ot thei:ndenture all property lllld franchises then owned '.·     and which may thereafter be acquired by ncb•ncceseor      col'p(!ratio:n (other thllll property of the character de­    scribed iD the granting clauses hereof as excepted prop­    erty);      ( o) upon lillY nch consolidation, merger or sale, the  due lllld p11Dctual payment of the prlnclpal lllld mterest of  all Bonds at the time outata:ndlng according to their tenor,  lllld, subject to the provisions of Section 3 of this Article, the  due lllld p11Dctual performance and observance of all the  covenllllts and conditions of this Indenture shall, by supple­ mental iDdenture lllld as a condition of lillY nch co:nsollda·  tlon or merger or as a consideration for lillY such sale, be  expressly 1111aumed by the succesaor corporation formed by or  resulting from any such merger or consolidation or to which  such sale shall have bel!t!. made; and      (d) any such lease shall be made expressly subject to  immediate termination by the Trustee at any time when   lilly event of default, as speci11.ed iD Section 1 of Article IX,  





 






                                                                                            ·-                                                                                             .,K                             shall have happened and be continuing, and al110 by the pur­                          chaser of the property so leased at any sale thereof heremder,                           whether IIUCh sale be made under the power of sale hereby                                                                                              . ·:~···                           conferred or under judicial proceedings.                            SECTION 2. Every successor corporation resulting from a con·                        aolidation of the Company with another corporation or a merger                        of the Company into another. corporation or the sale by the Com·                        pany of all or substantially all.of  its, property. as an entirety to                        another corporation, all on the terms set forth in Section 1 of                        this Article XII, shall upon executing, acknowledging and de- :                     livering to the Trustee, and causing to be recorded and filed. 1111                        required by Section 10 of Article IV, an indenture IIUIIPleme:ntal                        hereto, 1111 provided in Section 1 of this Article, in formL ::~~~                        tory to the Trulltee, 1111cceed to and be IIUbatituted for the C                        with the so.me effect 118 it it bad been named herein u the pal~                        of the flrllt part. Such IIUcceBBOr corporation DlDJ'  .c·~,,.,...  -···:co'i:i                        cauae to be signed, either in its own name or in the namea :·;;:~:.~·~-!~;"~'-};~;;.                         Company, with 1111ch suitable reference, if any, to 1111ch ~                        dation,·merger or sale as may be required by the Trustee, any                        or all of the Bonds which shall not theretofore have been signed                        by the Company and authenticated by the Trustee; and upon                        the written order of such successor corporation in lieu of the                        Company, and subject to the terllis, conditions and restrictions                        herein prescribed with respect to the authentication and delivery                        of Bonds, the Trustee shall nuthenticate and deliver any and                        all Bonds which s)lo.l,l_ha.ve.been previously signed by the proper                        ofllcers of the Company and detivered to the Truatee for authen·                        tication and any of such Bonds which snch successor corpot'lltion                        shall thereafter, in accordance with the provisioua of this Inden·                        ture, cause to be signed and delivered to the Trustee for that                        purpose. As  a condition precedent to the execution by such                         successor corporation and the authentication and delivery by                         the Trustee of any additional Bonds other than upon the basis                         of the retirement of Bonds or to the withdrawal upon .the basis of                         property additions of any caeh deposited with the Trust® 118 the                         basis for the authentication and delivery of additional Bondu,  





 






                         the lllllecesmor corporation llhall 11111bject all of the properties !l.lld                           franchises then OWDed or thereafter acqu.ired by it (except prop­                          erties of the nature speei1leally excepted from the lien hereof)                           to the lien of this Indenture; !l.lld in case of the exercise of any                           other privilege with reapect to property additions conferred upon                           the Company by this Indenture, the 11111ccessor corporation shall                           11111bject all property additions which are made the basis for the                           exercise of 11111ch· privilege to the Hen of this Indenture; in each                           case with l!limilar force, effect and standing as if the Company had                           itself acqu.ired or conlltrneted 11111ch property additions and had                           not been consolidated with or merged into such IIIUCcessor corpo­                          ration or had not sold the property of the Company as an entirety                           to nch lllllCceaBOI.' corporation. All Bondm so authent!Ntted ll1!d                           delivered llhall in nlll.'eSp6Ctlllliave the ame rank ll1!d security u                           the Bonde theretofon 01.' thereafter authenticated and delivm>d  '- ;· . ·...             in accordllliee· with the terms of this Indenture.                              The Trustee may l.'eeeive the opinion of counsel as conclusive    . ·.·         ':-..0····-- "                   ~ ~-~-·0· -. evidence that IIUIY 11111pplemental indentul.'e complies with the fore­                          going conditiomi !l.lld provisions of this Section.                               SECTION 3. No consolidation or merger of the Company into                           anothel.' corporation and no conveyiiUice of all or nbstantially all                           of the IIBBets of the CompiiUiy to IIUiother corporation shall or is                           intended to .subject to the lien of this Indenture any or all of the        -t;'-•.;;.,        property or franchises of the successor corporation formed upoia                           anch consolidation or merger or to which such sale shall have                            been made, except as hereinafter in this Section 3 provided, unleBB                            the successor corporation, in its discretion, shall subject the same                            to the Hen hereof or unless the successor corporation shall exl!r­                           eise the privilege of obtaining the authentication and delivery of                            additional Bonds pursuant to Section 4 or 5 of .uticle III or the                            withdrawal, pursuant to Section 3 (a-) of Article VIII, of money111                            deposited with the Trustee pursuant to Section 5 (a) of Article                            III; but the foregoing provisions of thia Section 3 notwithstand·                            ing, this Indenture shall, after such consolidation, "merger or                            sale constitute a lien of the rank herein provided upon all prop­                           erties and friiUichises acquired by such successor corporation from  





 






                          221>   the Company, which we1·e subject to the lien hereof imJnt'lliatcly  prior to such consolidation, merger or llllle and upon nil additimm,  extensions, improvements, repnil"ll and replacements to or about  the plants or properties included in the tJ·ust estate immedintely  prior to such merger, consolidation or llllle, appurtenant to the  trust estate 118 so constituted ( oa distinr,:uished from the atldi·  tiona, extensions, improvements, :repalil"!l and replacements to or  about the plants or properties nppurtennnt,to the plants or proJ,.  erties of the snccel:lllor corporntion nud additional plants or  properties thereafter acquired by the successor corporation upon  which the Indenture need not constitute a lien). Nothing con-. ·:-;i:),-?:";<J@.:.f~;  tnined in this Article XII, however, shall nfl'ect or lessen ·."'  extent of the lien of this Indenture upon. the property. of  Company hereafter acquired, by ~n of the ncqnisition by  Coni}IIUIY of nil or EIU bstnntlnlly: in of the property of .  corporation.                                                 . .. ,                              --~-···.,.. ., .... _;,:' -~-.. ~..r.:·.· ':•. :                       ARTICLE XIIL                    CoNCERNING TilE TRUSTEE.      SECTION 1. The Trustee hereby accepts full responsibility for   the exet·cise of due cnre in the pet·formuncc of its powers nml   duties 118 the Bllme have bt'CU defined by the exprC>!B ternw of this   Jmlentm·e. The Tt·ustt'C shull not. be ret{Uirctl, ·snve as herein   specificnlly provided, to.nscertnin or inquil'e ns to the perfot•numce   of nny of the covennnts or ngi·ecmcnt.~ herein cont.ninetl on thc   pnrt of the Compnuy. The TruNt.cc sbnll be t>ntit.lt'tl to rt'llstmnhle   compensation (which shull not be limited by nny proviNionN of   law in t·egnrcl to the ('0111Jll'IISntion of t.t•nstees or nn exprcsN tl·uMt),   for nll services rentleJ•etl by it in the ext!t•ntiun or the t.t·usts   !ll'reby crt>ntetl, wllich t·umpt•uxal.inn :tH wt•ll ns nll expen~cs rcn­  sounbly incurt•etl nn<l tlixhm•xt•ments nctnnlly mnde hereunder,   iucluding counsel fees, the Company lll,.'1.'ccM to pny. In dernult   of such pnyment by the Compnuy, the Trnstec shnll hnve n lien   therefor on the niort~n::ccl nn<l pk'tl:t<'<l Jl1'0pt•rt.y nntl tlte pro- • cecds thereof prior to the lien of the bonds and coupons issued  





 






                          226   hereunder. The Tr1111tee i!hall not be nuder any responiidblllty,  if acting in good faith, for the selection, appointment or approval  of any engineer, appraiser or counael or of any other person  or firm for any of the purposes expressed in thia Indenture.  The Trustee may execute any of .the trusts or powers hereof and  perform any duty hereunder either directly or by or through ita  agents or attorneys and it i!hall not be answerable for the defaalt,  omlBBion, mlatake or mloconduet of any agent or attorney selected  by it, if such pel'!IOn ahall have been selected with reaaonable  care, or for any error of judgment made in good faith by a  reeponiidbJe ofllcer or olllcero of the Truatee. :Nor, except ae  otherwllle provided in thla Indenture, i!hall the Trustee .bellable  for anything whatever In connection with thiiJ traet, except for  ita own negligence or wilful mll!lCOnduet. The Trnlltee lilhall ·  be reeponiidble for the validity or execution of thla Indenture, er}:t'~  of any Indenture npplemental hereto, or of the Donda, nor for_  the value of the mortgaged and pledged property or any pa.ri .•   thereof nor for the title of the Company thereto nor for the  aecnrlty aft'orded thereby and hereby nor for the vo.lldity of any  securities at any tiDie held hereunder, nor for the recitals herein  or bi. the Bonde contained (such reelto.ls being made solely by  the Company).     The Trustee ahall be protected and held ho.rmleBB in acting  upon any notice, consent, certificate, bond or other instrument or  paper believed by lt to be genuine and to have been executed by the  proper party. Upon. any application. by the Company for the  authentication and delivery of Bonds or for the taking of an.v  other action provided for herein or ln any indPntnre supplemental  hereto, the reeolutiona, certificates, statement&, opinions, reporte,  orders or other Instruments required by any of the provisions of  tbla Indenture or of any Indenture supplemental hereto to be deliv·  ered to the Trustee as a condition of the granting of euch appllca·  tion or the ta.klng or permitting by It of such action may be reo  eelved by the Trustee 1111 conclusive evidence, in the absence of bad  faith on its part, of any fact or matter therein llll!t forth and shall  be full warrant, authority and protection to the Trustee, acting 0111.  the faith thereof, not only with respect to the facts but also with  





 






                                                                                               . ~·                           respect to the opinions therein set forth; and before granting any                          snch application or taking or permitting any such action, the                          Trustee, in the absence of bad faith on its part, sball not be bound                          to make any further investigation into the matters stated in any                          snch resolution, certificate, statement, opinion, report, order or                          other instruments, unless requested in writing so to do by the                          holders_ of not less than ten per cent. ( 10%) in principal amount     ;:.::                          of the Bonds and furnisbed with adequate security and indemnity                          against the coats and expenses of such examination. The Trustee                          sball be entitled to receive a certificate signed by the President or                          a Vice-President and the Treasurer or an Assistant Treasurer                          the Company as conclusive pruof of any fact or matter reg~~                          to be ascertained by it hereunder, unless otherwille apecliicaJl                          required herein. If the Trustee llhall determine. or . .,.....  -u•o:                          quested, as aforesnid, to make such further investlig81ioii     :··                  be entitled to examine the boob, records lllld premlees oHhe     ....  . .. ....               pany, either itself or byu agent er attomey; and unless ·atlll1ie                          with or without mch investigation, of the truth and aCI!urlley                          the matters stated in such resolutiorur, certificates, statements,                          opinions, reports, orders or other instruments, it sbail be under no                          obligation to grant the application. The reasonable expense of                          every such examination sbnll be paid by the Company, or if paid                          by the Trustee, shall be repaid by the Company, upon demand,                          with interest at the rate of abc' per cent. ( 6%) per annum. lllld                          untllsueh repayment shall be secured by a lien on the mortgaged                          and pledged property and the proceeds thereof prior to the Uen· of                          the Bonds and coupons issued hereunder. The Trustee may advise                          with·counoel and the opinion of such coUDBcl; and any such cert!A·                          cats, or any other evidence, prescribed by thhl Indenture, which                          the Trustee may accept, shall be a fnll protection and justification                          for anything snffered or done by it in good faith in reliance there­                         upon. The Trustee shall not be accountable for the use or applica­                         tion by the Company of any Bonds authenticated and delivered                          hereunder or of the proceeds of such Bonds, or for the use or                          application of any moneys paid aver by it in aecordance with any                          provisions of this Indenture.  





 






                              The TrnNh~e Nllllll be nmlt>r no duty to give any notice of the                             t>.xrent.ion or tll•livt>ry of tbi11 Intlcnture or to llle or record or cause                             to be ftll>tl or recorded thi11 Inllentnre, or any instruments snpple­                            mt•ntnl bereto, lUI a mortgage, conveyance or transfer of real or                             perNonnlllr<>lJert.y, or otherwioo, or to re-file or re-record or renew                             the ~~~tme, or to procure any further, other, or additionnl instrn·                             menta of further nssnrance, or to see to the delivery to it of any                             }Jersonnl}lroperty intended to be mortgaged or pledged hereunder,                             or to do nny other net which may be suitable to be done for the                             better mnintenance or continuance of the lien or security hereof,                             or for giving notice of the existence of such lien, or for extending    . . -                    or supplementing the I!IUile or to see that any property intended ..                             now or hereafter to be conveyed in trnat hereunder Is subjected                             the lien hereof."'  · ~•..  • ·.' ' ·....  ,... ' · ·       . ·''      ·..  _., ;·::\ ··" -~-~-· ~:,;... SEC'l'ION 2. The Trulltee shnll not be under any obligation  ··.·.           J ..··.  ,... ·  ···.-. institute, conduct Qr defend any litigation hereunder or in ' - -":·~                             tion hereto or to take any action townrda the execution or enforce- '-                            ment of. the trusts hereby created, which in the opinion of counsel (                             for the Trustee would be likely to involve the Trustee in expense or                             liability that it would not be entitled to collect out of the trust                             e~~tnte, unless, if required by the Trustee, one or more Bondholders                             shnll furnish the Trustee with reiUIOnable indemnity ngninst such         ;..·                             expense or liability; nor shall the Trustee be required to take any                             action in respect of nny tlefnult unless reque~~ted to take action in                             respect thereof· by n writing signed .by  the holders of nt lenst                             twenty-five per cent. (!l5?'c) in aggregate priucipnl amount of the                             Bonds issuetl hcrt.>lmder nnd tht>n outstnn<ling. The Trnstt.>e shnll                              give to the Bondholtlers notice of the happening of any comtlletf!d                              tlcftmlt known to it, provitletl, however, thnt the Trustee mny with-                             hold the giving of such notke if nnd so long ns the withholding of                              such notice is in its judgment mnde in gootl faith, iu the interest                              of the Bondholders. Snell notice shnll be given by mnil to the                              Bondholders ns their names nnd ntldresses appear in the most re-                             cent information in the possession of the Trustee, as provided in                              Section 23 of Article IV hereof.  





 






                                                                                           · ..,.                            SOOTION 3. Except aa herein otherwise provided, any notice                        or demand which by any provision of this Indenture is required                        or permitted to be given or served by the Trustee on the Com­                       pany shall be deemed to have been sufficiently given and served,                        for all purposes, by being deposited postage prepaid in a post­                       office letter box in The City of New York, the City of Chiengo,                        Illinois or the City of Topeka, Kansas, addressed (until another                        address is :tiled by the Company with the Trustee), aa follows:                        The Kansas Power and Light Company, Topeka, Kansas.                            SIIICTION 4. Subject to the provisions of Section 9 of Article                        VIII, any moneys which at any time shall be deposited by                        Company with the Trustee, or with any other depositary, or wl!il~j                        the Trustee or such other depositary shall be directed to ~.. ~"vc.                         the purpose of paying nuy of :the Bonelli which sluJ.li b.eco:me·-aw       . :'!'·~~· '"' "  and payable, either at matnrity thereof or upon call for m[euiti:i"j  .. .  ~··:·<~t2~::    tion or otherwise or for the purpose of paying the interest due,~an'~@!iiifi                        payable on the Bonds issued hereunder and all other mone;rB                        ceived by the Trustee under any provision of this Indenture shall                        be and are hereby assigned, transferred and uet over unto the                        Trustee or such other depositary, as the case may be, in trust for                        the purposes for which the said moneys shall have been deposited,                        without liability on the Trustee or the depositary as the case may                        be for interest thereon; nud in the event of the appointment of a                        receiver or of a trustee of the Company or of its property, neither                        such receiver nor such trustee shall have any right, title or in·                        terest in said moneys so deposited or in any part thereof. Except                        as may be otherwise specified by law for trust funds, moneys held ·                        bv the Trustee need not be segregated from any other funds and                        except as herein otherwise expressly provided the Trustee shall                        allow and credit to the Company interest" on such moneys at such                        rate ns the Trustee allows nt the same time upon other deposits of                        similar character.                            SECTION 5. The Tt·ustee or any successor trustee may resign                        and be discharged from the trusts hereby created by giving not                        less than four weeks' prior written notice thereof to the Com- 





 






                            pnny and by publillhing such notice at least once a week, for four                              successive calender weeks upon any secular day of eacb such cal·                             ·endar :week, in a daily newspaper printed in the English language                              published and of general circulation . in the City of Chicago,                              lllinois, and such resignation shall take effect upon the dny spt>ei·                              lied in such notice unless previously a successor trustee shall have                              been appointed by the Bondholders or the Company as herein·                              after provided, and in sucb event such resignation shall take effect                              immediately ()n the appointment of such successor trustee. But                              the publishing of such not.ice of resignation need not be made if                              consent to such resignation shall have been given in writing by                              the holders of all Bonds at the time outstanding. · The Trustee or                              any successor trustee mny be removed at any time by ·the holders  . -·. ·..  :                of.a majority in princlpill ~ount of the Bonds, by an ~~~e~.~-t~~                             · or concurrent instruments ·in writing, signed bi duplicate··                              Bondholders, of which one copy shall be 11led with the Company,:<~·: .  . .. ·..  ·   .. . . ·.~                 one with the. Trustee. · In ease ,at  any time the Trustee shall :::;:.·; c, ·    ·  ..                          resign, or shall be removed or be dissolved or otherwiee shall be-· -. --~ · ·                              come incapable of acting, or in ease control of the Trustee or of its                                                                                               (                              officers shall be taken over by any public officer or officers, a snc·                              cessor trustee may be appointed by the holders of a majority in                              principal amount of the Bonds, by an instrument or concurrent                              instruments in writing signed in duplicate by such Bondholders,                              and filed, one copy with the Company and the other with the snc·                              cessor trustee; out until the successor trustee shall be so ap·                              pointed by the Bondholders as herein authorized, the Company                              by resolution of its Board of Directors or, in case all or substan·                              tially all of the assets of the Company shall be in the possession                              of one or more receivers lawfu:lly appointed, trustees in bank·                              ruptcy or reorganization proceedings (including a trustee or trus·                              tees appointed under the provisions of Chapter X of An Act to                              establish a uniform system of bankruptcy throughout the United                              States, approved July 1, 1898, as amended), or assignees for the                              benefit of creditors, such receivers, trustees or assignees, by an                              instrument in writing, may in any such case appoint a successor                              trustee. After any such appointment other than by the Bond·                              holders, the Company, sucb receivers, trustees or assignees, as  





 






                                                                                              ··~·                                                                                                _,                                                                                                  '-                                                                                                 '~: . .                                                                                               ·: ~ .;.'..                           the cue may be, which made IIUch appointment shnll forthwith          ......                          caue notice thereof to be published once in each of two ouccellllive                          cnlendlll' weeks upon any 88CuliU' day of each such enlendiU' week                          in a daily newspaper printed in the English language published                          ed of general circulation in the City of Chicago, lllinoia, but any                          lilucceesor trUiiltce so appointed Bhall, immediately, and without                          further act, be super88ded by a succiiBIJor trustee appointed by the                          Bondholders in the manner above preacribed, if ouch appoint·                          went be made prior to the expiration of Bix months ·from the                          date of the first publication of such notice by the Company, such                          receivers, trustees or lllllliguees.                             Every ouch successor trustee hereunder shall nlwaya be a bank                           or trust company or a national banking oBBOCiation in good llto;n4£:~i':                          iug, ha,iug ita lll'incipal ofllce in the lluruugh of l\l~~~~£!j~~~;                           City of New York, the City of Chicago, Illinolu, or  • •• 7                           Topeka, Knnea11, whieh Is nuthorlzed to exercise corporate tr~rBt'ft!E·                           powers and ie aubject to eupervlulon or examination by Fedet~l,;                           or State authority aml wbtch has a Cll}litnl and anrplus I!.I!Jiti'e'linjt:                           tng not lees tbnn"Five million dolliU'B (~,000,000) or anch larger                           amount as way be ret]nlred by the laws of any governmentnl                           nnlhority bll\1ng jnrlsdlctlon or the rule•, regnlations and orders                           of any regulutory body established thereunder, if there be such a                           bank or trnat company or national banking association willing to                           11ccept the trust on customary terms. If, In a proper case, no                           appointment of a successor trustee shall be made pursuant to tho                           fore~olng provisions of this Section within three months nft.er a                           vacancy shall have occurred In the oftlce of tile Trustee, tile                           holder of any Bond or the retiring Trustee may apply to any court                           of competent jnrisdietion to appoint a successor truatee. Elut•h                           court may thereupon, after such notice, If any, as ouch court may                           deem proper and preserlbe, appoint a successor trustee.                              Any successor trustee appointed hereunder shall exE.>Cute,                           acknowledge and deliver to Its predecessor trustee and to tile                           Company or to the recelvera, trustees, a~sl~neea or court appoint·                           lug it on Instrument accepting such appointment hereunder, ancl                           thereupon IIUch successor trustee, without any further act, dP8d                           or conveyance, shall become vested with 1111 the est11te, proper·  





 






                          232   ties, rights, powCl'll lllld trusts of such predecessor in the trnst  hereunder with like eft'ect 11s if originally named liS Trustee  lterein; but the outgoing Trustee shall, nevertheless, on the writ­ ten tlcman1l of the new trm1t~'C m· of the Compauy or of the holders  or ten per cent. ( 10%) in Jlrinl'iJ•Ill amount of the outstanding  Jlomlu execute nud deliver au instrument conveying nnd trans·  i'crring to such new trustee upon the trm1ts herein e.-q>rcssed, nll  the properties, rights, JlOWel'l!, trusts, duties and obligations of  such outgoing Trustee, 111111 slmll duly nssil,.'ll, h·nnsrer nud delh·er  allmoueys nml property held by such outgoing Trnst.Cil tu the new  h·nRti'C so aJlJlointe~l in its J>lnce; nud, upon request of llllY such  new trnstcc, t.ltc ComJmny shnll mnkc, execute, nclmowledge lllld  dt>llYcr nny ·nnd nil inst.rnmAJts in writing for more fuUy nnd_ .  ell'cctnnlly vesting in and etmftrnliug to such IICW trustee nll '· -"·  properties/rights, pi;Wen, trnsts; duties nnd ob1igntion11. · -> ·            • ~-  :.::~::M'    --    SrwrxoN .G.  At .any  time or times, for 'the p111'p011e of con- ,_,;,.  forming to rmy l~>g~tl requirements, restrictions or conditions in'"'  nny Nhtlc or juristli<'tinn in whiell nny 1mrt of the ntortgnged lllld  Jlll'llgell pt•uJ~rt.y then Nnbjcct to this lndentnre may be located, (  t.he t'mup:m~· nml t:he Trustee shall hnYe power to nppoint., nnd  upon till' retJIIl'Nt of the 'ft•nsll•e, the C.ompnuy shall fm· such pur·  )"'"''' join with thtl Trustt>e in t.he l'Xl•eut.ion, delin•t·y nnd per·  fornumce of nll instrmncnt.s nnd ngrccments necesl!lll'Y or proper  to npJ•nint nnot.h11r corJ•orntion or one or more persons approved  by the Trustee to net ns cn-trnstt'l' jointly with the T•·ustcc with  such powers ns mn)· he proYided in the inst.rnment of appointment,  of all or nny of the property subject to the lien hereof and to vest  in such cor1mrntion or person or pl'rsons ns such co·h11stcc, nny  properly, title, right or power deemed neccS!IIlry or desirable, sub­  ject to the rcmnining proYisions of this Section. In the eYent thnt   the Company shall not hnYC joined in such nppointmcnt within   fifteen (Hi) dnys nfter the receipt by it of n l'CIJU<'st so to do, the   Trnstee nlone shall hnve power to mnkc snell nppointnwnt.      Shouhl nn~· <lt'<'<l, convl'~·nnce or iustrtlllll'nt in writing from   the Compnny be required by the new tt·uRtcc for mure fully nnd   crt•tninl~· \'!>sting in nnd confirming t:o such nt•w trn>tt.•e sul'h prop·  





 






               erties, rights, powers, trusts, duties nnd obligntions, nuy nml all                 such deeds, conveyances and instruments in writing shall, on re­                quest, be executed, acknowledged aud delivered by the Cmupnny.                    Every separate trnstce, every co-trustee nnd every snccessor                 trustee, other thnn nny trustee which may be appointed as suc·                 cessor to IInrris Trust nnd Snvings Bnnk, shnll be to the extent                 permitted by lnw, but to such extent only, "l'l'ointed subject to                 the follouing provMons nnd conditions, munely:                                              • I " •                        (1) The Bonds seem-ed hereby shall be nuthenticnted nnd                     delivered, and nllpowe~·s, duties, obligations and lights, con­                    ferred upou the T1•ustee in respect of the custody of nil bo11do                    · nnd other securities and of nll l'ttsh }lll>tl~cd or                     llereundcr, shall be exerciSed solely by ·llurris..  ·~·rust•.:~                     Savings Bank, or its IIUccessor in the trUBt hercuildcr;                                        ..•• :'"'~~- -· ·. ·:.. .,_, ..... ..! ....,-r.>  --_.~::~- ~-.                        (2) The Company and the Trustee, at any time                     instrument in writing executed by them jointly, may                     any co-trustee a}J}tointed ·under this .Section or otbtl!r'IM  ....--.            nntl. may likewise and in like manner appoint a successor to                     such co-trustee so remo;ed or whose oOice sllnll lut>e been                     vncnted, anything herein cont:tined to the contrary notwith­                    standing.                     Any notice, request or other w1·iting, by or on behnlf of the                 holders of the Bonds issued hereunder, deliYered to Hnrris Trust                 and Snvings Bank, or its successor in the trust, shall be deemed                 to have been delivered, to the then· trustee as eftectunll~· ns if dl~                 livered to ench of them. Every instrument, other thnn this In­                denture, appointing any trustee other thnn n successor to IInrriR ·                 Trust nnd Savings Bnnk, shnll refer to this Imleuhn·e nnd tlte con­                ditions of this Article XIII expressed, oml upon the ncceptnnce in                 writing by snell trustee or co-trustee, he, they or it shn 11 be                 vested with the estntes or property specified in such instrument,                 jointly with Hnrris Trust and Snvin~s Bnnk, or its snccessor                  (except insofar ns locnllnw mnkes it neces~nry for nny co-trustee                 to net alqne), IIUbject to all the h•usts. condition~ nnd provi~ions                 of this Indenture; ond every such instt·umeut shnll l1e filed with  





 






                           Hlu:om Trust ud Savinp  Blmk, or ita succe!lllor in the trust.                             Any  co-trustee may, at uy time by 1m instrument in writing,                             constitute Harris Trust ud Savings Dllllk, or ita successor in                             the trust hereunder his, their or its agent or attorney-in-fact, with                             full power ud authority, to the extent which may be authoa-ized                             by law, to do ull actllud thinp ud exercise ull discretion authlli'­                            ized or permitted by him, them or it, for and in behi!lf of him,                             them or it, ud in hill, their or ite name. In Clllile uy co-trustee,                             or a successor to it, shull die, become incapable of acting, resign                             or be removed, all the estates, property, righte, powl'rs, truMts,                             dutil'!l and obligations of said co-trlUitee so far as perntitte~l by                             law, shall vest in ud be e:z:ereized by Harris Trust and Savings                             Dank, or ita IIIUCCe!li!Or in the trust, without the appointment of a                             new trustee or lllllCCe!li!Or to 11111ch co-trustee.                                 Bml'!oN 'f. Any corporation into which the Trustee mny be                             merged or with which it may be consolidnted or uy corporation  .··,.                             resulting boin uy merger or consolidation· to which the Trostee                             shall be a party, or any c6rporntion to which substantially all the                             corporate trust bnaineu of the Trustee may be transferred, pro­                            vided such corpm•ation shall be a corporation organized under    (                              the laws of ·the· States of New York, Illinois or Eunsas, or u                             nntionnl banking nssoeintion having nn oillce for the transnction                              of Ita business In the Dorough of Manhattan, The City of New                              York, the City of Chicago, Illinois, or the City of Topeka, Kansas,                              which is authorized to exercise corporate trust powers and Is sub­                             ject to 11111perviaion or examination by Federal or St.ate authority,                              shall be the successor to the Trustee under this Indenture, with·                              out the execution or filing of any paper or the performance of any                              further act on the part of any other parties hereto, anything                              herein to the contrary notwithstanding. In case any of the Ronda                              contemplated to ·be immed hereunder shall have been authen·                              ticated but not delivered, any such successor to the Trustee may                              adopt the certificate of authentication of the original Trustee or                              of any successor to it, as Trustee hereunder, and deliver the said                              Bonds so authenticated; and in case any of said Bonds shall not                              have been authenticated, any successor to the Trustee may                              authenticate such Bonda either in the name of any predecessor  





 






                                                                                             . ~!-                                                                                              :~~:                                                                                              .. -~-·"".                                                                                               _;_~.}.                                                                                               ~~.:..                        hereunder or in the name of the Btlccessor trustee, and in all Btlch    <                         cases such certificate shall have the full force which it is anywhere                        in said Bonds or in this Indenture provided that the certificate of                         the Trustee shall have; provided, however, that the right to                         authenticate honda in the name of Harris Trust and Savings Bank                         shall apply only to its successor or successors by merger or                         consolidation.                           SECTioN 8. If any trustee for the-time being. has or acquires ·                         any conflicting interest as now or hereafter defined by the statutes                         of the United States of Americn, applicable to trustees under in·                         dentures relating to secUI·ities similar to the Bonds, or by the                         ra.Ies, regulations and orders of any regulatory body eatablishted, c                         pRrBtlant to such statutes, 'lll"hich statutes or rules                         or orders require trustees subject thereto having                         such conflicting interests to resign, or which would                         Btlch trustee from accepting 'any trusteeship under any .                         similar to this Indentnre; such fruiitee shall either ellminate Bllch , :                         conflicting interest within the· time provided thereby, or resign in  I                      the manner herein provided. Should a trustee resign by reason of ·                         the provisions of this Section 8 he or it shall be under no duty or                         responsibility to see to the appointment of a successor trustee or                         for anything whatsoever subsequent to such resignation, except                         as provided in Subdivision (d) of Section 9 of this Article.                                                                                             ,:...:;.:                           SECTION 9. (a) If the Trustee in an individual capacity shall     ·--=:.r~                         be or shnll become a creditor, secured or unsecured, of the Com·                         pany (other than in a relationship of the no.ture specified in Sub·                         division (c) of this Section} 'vithin  four months pri~r to a default                         in the payment of principnl of, or interest on, the Bonds when                         and as the same sho.ll become due and payable, or subsequent to                         such a defnult, then, unless and until such default shall be cured,                         the Trustee shall set npnrt and hold in a special account for the                         benefit of the Trustee individually nnd of the Bondholders:                                (1} nn amount equal to any reductions in the amount                             due and owing to the Trustee upon nny claim as BllCh creditor                             in respect of principal or interest, effected after. the begin­                           ning of such four months' period and valid as against the                             Company and its other creditors, except any S11Ch reduction  





 






                                                      .236                                   l.'e!lllltl.ng from the receipt or diiiJlOsition of any propq                                  described iD paragraph ( 2) of this ·subdivision (a), or from                                  the exercise of any right of set-ofl' which the Trustee, could                                  have exercised if a petition in bankruptcy had been 11led by                                  or against the Company at the date of such default; and                                      (2) all property received by the Trustee in respect of   ·;.,.:-.                                  any claim as such creditor, na security therefor or iD satis­                                 faction or composition thertl()f or otherwise, after the begiD­                                 ning of such four months' period or an amount equal to the                                  proceeds of any such property, if dilljlOsed of, subject, how­                                 ever, to the rights, if any, of the Company and its other   .  • .                          ereditors iD weh property or Bllch proceeds.  . . .                                · (b)· Nothing contained iD this Section shall afreet the right Of                                 . TrtiBtee: ·::< .,.....  -~: ~ ·:~.~_;.~._:;;, ~-~-~--.;;,~;::;:· .--: •1'<~~:." ::~:-r!    . : . ' .                                                     . . •; .           ..•.· . .                                   . ';'• ~..    .·-        . ,. -;                .                                  · , (1) to retabi for"its. own aecount (i) payments miule.                                  on .account of any such c1abn described iD Subdivision (G)                            ..... -· of this Section by person.s, other than the Company, who                                  are linble thereon, ( U) the proceeds of the bona tide sale                                  of any such claim by the Trustee to a third person, or                                  (iii) dividends paid on claims 111ed against the Company iD                                  bankruptcy or receivership or in proceedings for reorganiza­                                 tion pursuant to Chapter X of An Act to establish a uniform                                  system of bankruptcy throughout the United States, approved                                  July 1, 1898, as amended, or in proceedings under any appli·                                  cable state law;                                     (2) to realize, for its own account, upon any property                                  held by the Trustee as security for any such claim, if such                                  property wns so held prior to the beginniDg of such four                                  months' period;                                     ( 3) to realize, for its own account, but only to the extent                                  of the clnim hereinaftet• mentioned, upon any property held                                  by the Trustee as security for any such claim, if such claim                                  was createll after the beginning of such four months' period                                  !Uid such property was t·eceived as security therefor simul­                                  tnneou~ly- with thP l'l'E'ntion tlwreof, nnd if the Trustet> ltnd  





 






                                              237                          no reasonable cause to believe that a default hereunder in                         the payment of principal or interest would occur within foUl.'                         months; or                             (4) to receive, for its own account, payment on any such!                         claim against the release of any security held as described                         in paragraph (2) or {3) of this Subdivision {b), up to an                         amount equal to the fair value of such aecnrity.                          For the purposes of paragraph (2) of Subdivision (~) of this                      Section and paragraphs {2), (3) and (4) of this Subdivision (b),                      property substituted after the beginning of such four months' .                      period for property held 08 secnrity at the time of such ·                      tion shall, to the extent of the fair value of the property rele~                      have the same statull 08 the property rel8ased, ·                      that any such claim is created "fu renewai "of or msubirti1rnti.om   .. -?~w:·~-:~-: -..                      or for the purpose of repaying or refunding any preexisting cla:im-;'     - ·-:::.~~·-::    . • ,..t:~<;.-    auch claim ahalrlliive the same Status 08 such "preexisting                          (c) If the Trustee shall be required to account, lis provided~···;,,:~:;,_;;-:;-;                      in Subdivision (~) of this Section, the funds and property held in                      such specinl ncconnt and ·the proceeds thereof shall be apportioned                      between the Trustee and the Bondholders in such manner that the                      Trustee and the Bondholders realize, as a result of payments from                      such special fund and payments of dividends on claims filed                      against the Company in bankruptcy or receivership or in pro­                     ceedings for reorganization pnrsitant· to Chnpter X of said Act                      referred to in Subdivision (b) (1) of this Section or in proceed·                      ings under any applicable state law, the same ·percentage of their                      respective claime, figured before crediting to the claim of the                      Trustee, anything on account of the receipt by the Trustee from                      the Company of the funds and property in such special account                      and before crediting to the claim of either the Trustee or the                      Bondholders dividends on claims filed against the Company in                      bankruptcy or receivership or in proceedings for reorganization                      pursuant to said Chapter X.or in proceedings under any appli-                     cable state law, but after crediting thereon receipts on account                      of the indebtedness represented by their respective claims from all  





 






                             sources other than from sucll dividends .and from the funds and                               property eo held in BUch special account.                                   (d) In case the Trustee shall have resigned or been removed                               within four months prior to the happening of such default, it                               shall nevertheless be subject to the provisions of this Section as                               though such resignation or removal had not occurred. If the                               Trustee shall have resigned or been removed p\'ior to the begin·                               ning of BUCh four months' period it shall nevertheleBB be subject                               to the provisions of this Section as though such resignation or                               removal had not occurred if and only if the receipt of property                               or reduction of elaim which would have given rise to tlie · ·  . ·: .                       tion to aecount, if the Trustee bad continued as Trustee, occ:un:C!I   ,.. ·                       after the beginning of eucll four months' period and within                              ·      atter" wch reidina&n m; remOvaL :" · ·     ·                                ~ .  .  .            .. . .  ..  ...                        · . : ' -(e) The riustee Bhall not be-required to account, as 'Provid1ed   .. -:·                    dn Subdivision (e) of this Section; if the ereCHtor reli1tionship"':'                                iui.1es from:                                      ( 1) the ownership or acquisition of securities issued un·                                   der any mortgage, deed of trust, trust or other indenture, or                                  simUar instrument or agreement (including any supplement                                   or amendment to any of the foregoing) whether or not any                                  -property, real or peraonal, is or is to be pledged, mortgaged,                                   llSIIigned or conveyed thereunder; or the ownership of any                                   security or securities having a maturity of one year or more                                   at the time of acquisition by the Trustee;                                      (2) disbursements made in the ordinary course of busi­                                  ness in the capacity of trustee under any such mortgage, deed                                   of trust, trus1; or other similar instrument or agreement, or in                                   the capacity of transfer agent, registrar, custodian, paying                                   agent, fiscal agent or depositary, or other similar capacity;                                      (3) an indebtedness created as a result of services ren·                                   dered or premises rented; or an indebtedness created as a                                   result of goods or securities sold in a cash transaction;  





 






                                                                                                 ..                                   ( 4) the ownemhip of stoek or of iieeurlt!.e~~ of a corpora·                              tion organilled under the provisions of Section 25 (a) of the                              Act approved December 23, 1913, known 111 the Federal Be­                             serve Act, llB emended, which is directly or indirectly a cred·                              itor of the Company; or                                 ( 5) the acquisition, ownership, acceptance or negotiation  ·=~!~-i·:                                                                                              -:t- .~·,:;co                              of drafts, bills of exchange, acceptances or obligations, fall·  ; :. - 0';.!L                              ing within the claeslll.cation .of self-liquidating pnper.                             The word "security" or "securities" as used in this subdivision                           (e) shall have the same menning as the definition of the word                          "security" in the Federal Securltls Act of 1933, as. u                          in effect at the date of the execution of this Indenture.                                                                     ~· -· .                             BlllOTioN 10. In any proceed!.ng.bronght b)' the .'1. ~t.E  .... ,·                  under, it ~hall be held to represent an of the holders    .·,.                   and it lllhall not be neceesary to mate IIUch Bondholder&   . ·.·                   to any proceeding.                      · ··   ·    ..I                       SECTION 11. Subject to the provision& of Section& 8 and 9 of                           this Article, the Trustee and any IIUccessor or succeesom thereto,                           or any agent of the Company appointed for the purpose of Section                           4 of Article IV or for any other purpose, may each acquire and                           hold Bonds and coupons and otherwise deal with the Company                           in the same manner and to the Bame extent and with lite effect                           as though it were not Trustee hereunder. or as though it were                           not such agent. .                              SI!ICTION 12. The Trustee hereby accepts the trust hereunder                           and agrees to perform the Bllme but only upon the.terms and con·                           ditlons provided in tbis Indenture.                                                ARTICLE   XIV.                                            SUPPLI!IMENTAL lNDII:NTUIIliiS.                               SII!CTION 1. In addition to any llilpplemental indenture other­                          wise authorllled by this Indenture, the Company, when author- 





 






                                                      240                               ized by resolution of its Board oC Directors, any other corporation                              when authorized by its Board of Directors~ nnd the Trustee, from                              time to time nnd at nny time, subject to the conditions nnd restric­                             tions in this Indenture contniued, mny enter into nn indenture                              or indentures snpplementnl hereto nnd which thereafter shnll                              form a part hereof for nny one or more or nli of the following                              purposes:                                     (a) to close this Indenture ngninst, or to restrict, in nd·                                  dition to the limitations nnd restrictions herein contained,                                  the nuthenticntion nnd delivery of ndditionnl Bonds here­                                 under by imposing ndditionnl conditions nnd restrictions to                                  be thercnfter observed, whether applicable in ret~pect of nll     __ ·-;.                       Bonds autbentiented and delivered and to be authenticat,ed      ..  :. : : ... :                : -'<!f!{;:~~~t:~-=~herennder or.in respect. of one or more oor1!!.~~    ~ ·.::.~_;:...                       or otb~"-       ,,·_y· ;:~·: . .  .  .  .                                                   I~~-. ',.,,_ .. ~ ....... .,<~~ ......-"".  ,     ' .                       -)'·.··. · --.(b) to add to the co~en~ts niilt---ngreements of the f"..om~:                               ' ,., pnny in this Indenture contained, other covenants and ag-ree. ·                                  menta thereafter to be observed nnd to surrender any right                                  or llowcr herein reserved to or eonferred upon the Compnny    (                                  although the freedom of nction of the Compnny mny be mn-                                 tct·ially rt•sh·ictcd thereby;.                                     (c) to com·.,y, transfer and nssign to the Trustee, nnd                                  to subject to the lien of this Indenture, with the same force                                  ancl ciTcct ns though inchuted in the grunting clauses hm•eof,                                  adtlition!ll tn•operties het·cnfter ncqnil·cd by the Comp1my,                                  whether tht•ough consolitlat.ion, merger or by pm•chase or                                  otherwise mul to cot•rect or nmplify 'the dest:ription of nny                                  propCI·ties at nny ·time subject to the lien of this Indentme;                                     ( 1Z) to make such provisions in regnrd to mutters or t!UCS­                                 tions m•isin~ untlt>l' this Indenture ns may be necessary or                                  desirable nnd not inconsi•t.ent with this Indenture;                                     (c) to modify any of the provisions of this Indenture or                                  to relieve the Company from any of the obligations, condi­                                 tions or restrictions herein contained, provided tlmt no such  





 






                                         241                      modification shall be or become operative or effective which                     shall in any manner impair any of the rights of the Bond·                     holders or of the Trustee, while any Bonds of any series estab·                     lished prior to the execution of Sllch supplemental indenture                     shall remain outstanding, and provided, further, that such                     supplemental indenture shall be speci11ca.l1y reten:ed to iu .                     · the text of all Bonds of any series establiahed after the ·exe- •                     cation of such supplemental indenture; and provided, also,                      that the Trustee may in ita uncontrolled discretion decline                      to enter into any such supplemental indenture which in ita .                     opinion may not afford adequate protection to the Trnmt...                     when the same shall become operative; or                         (/) for any other purpose not inco:Dsistent                      of this Indenture, or forth~ purpose of ·~-~g _aig .!1~\ll~                      or cnring, correcting or' suppiementuig   ..                 Bistent provision contained in this Indenture  ·~~~~~·-            mental indenture; · •. :' • · :; . .  .  . , '                  and the Company hereby covenants that it will .fUny perfo;m                  all the requirements of any such supplemental indentures which                  may be in effect from time to time; but no restriction or obliga·                  tion imposed hereby or by any suppl~mental indenture upon the                  Company in respect to any of the Bonds or series of Bonds then                  outstanding under this Indenture may, except as otherwise pro­                 vided in this Indenture, be waived .or modified by such supple­                 mental indentures, or. otherwise. Nothing in this Article con­                 tained shall affect or limit the right or obligation of the Company                  to execute and deliver to the Trustee any instrument of further                  assurance or other instrument which elsewhere in this Indenture                  it is provided shall be delivered to the Trustee.                      SECTION 2. The Trustee is hereby authorized to join with                   the Company or any other corporation in the execution of any                   such supplemental indenture authorized or permitted by the                   terms of this Indenture, and to make the further agreen1eutH                   and stipulations which may be therein contained .    . ,     ;  .I  





 






                      ARTICLE  XV.                    MlmnNGB OB' BONDBOLDIIII!8.      SECTION 1. l!lodl.1ieations and alterations of th!ll Indenture,   of any indenture uupplemental hereto, and of the righte and obJi.   ptiollll of the Company and of the holders of the Bonds and eon·   ponu may be made 1111 hereinafter provided in thia Article XV.      SBOTION 2. The Trnstee may at any time Cll.ll a meeting of the   Bondholders, and it Bhllill Cll.ll such a meeting on the written :re-  qncet of the Cqmpany or of not li!BB than ten per eent. (10%)   of the Bondholders. In the event ot the Trustl!e'e falli!lg for a   dslB to call a mi!Bting after beiDg therennto requi!Bted .1111 abo1re_   1111t forth, ten per eent. (10%) or more of the Dondholdem, ~   ComPIID1' plU.'IIUi.nt to Nllolution · of the Board, may call   . mllllting. · Evl!l'f 11uch mllllting ealhid at the instance of ~e Trub!ltfT·'T,!(f'-'·'·,  · ·llhllill be held at the principal ofll.ce. of the .Trustee; but if caDed · ·· ;.'i,'*-:;· ·  ·..  ~ or at the requcet of the Bondholders ~r of the Company Bha1l · .,!{L    be held at 11111ch plllee in the Borough of Manhattan, The City of    New York, or in the City of Chicago; Illinofll, u the cue may be,    u may be speciil.ed in the notice calling such meeting or request·    ing such meeting to be Cll.lled. If such meeting is called by the    Trustee, written notice thereof, etating the place and time thereof    and in general terms the bUBineBB to be submitted, Bhall be maned    by the Trnstee not li!BB than thirty days before uuch meeting,           (e) to each registered owner of Bonds then outatand·        ing addri!BBed to him at his addrese appearing (if at all) on        the registry boob,           (b) to each holder of Bonds then outstanding payable to        bearer who shall have filed with the Trustee an addri!BB for        notices, addl'el!lled to him at such addrese,           (c) to each holder of Bonds then outstanding addressed        to him na his name and address appears in the most recent        information in the pOBBeBillon of the Trustee, u provided in        Section 23 of Article IV hereof, and           (d) to the Company addri!BBed to it at Topeka, Xlmsall,                  §  





 






                         ud llhiill be publlllhed by the Trumtee at hut· once m eacl& of loti'                           neeeeaive calendar weeks immediately preceding the meeting m                            I!D authorimed lll&wmpll.pel' of the Borough of llllmh&tta.n, The                            Oity of New York, ud in 1m authorized Chicago, Illinois, newa­                           plipel', provided, however, that the mailing of any 1!11lch D.otlee                           iiUll in no cue be 111. eoD.ditlon precedent to the validity of any            ···•:..                                                                                                        ·-·~~·                            don taken   111.t Inch meeting. If 1!11lch meeting ill ealled by the                            Bondholders or the Company,   after fallere of the Trumtee to                  '.                            call the IIIU!le after being requested oo to do in accordance with                            thfll Saction 2, notice of such meeting llhall be BU111clent for all plll'-                           poaee hereof if given by newllpllper publication u e.foreu.id llt!l.tlng                            the place ud time of the meeting ud m general terma the bul­          -.. ..           lllllllll to be 1!11lbmitted. Any.meetlng of Bo:~~dholder~~~llhall be 'Vdld '   . ~··· ··: ' . :.......  ,~  . witho~t notion if the holderi of &ill Bondi then · · · · · ·  ·t.·.·:;::~'-f.'t~{       preeent mperiiOD  or by PJ.'Ox1ud :u the Compan;r ud the.!rnliitei"                            ere preeEmt b;; d~ authorised  repreeentatlvea, or if :Dotlee: . . .                            waived before or after the meeting by the Company, the .holders )L .. ·.           . ,_ ..                            Of all BoDd& outlltan:ding ed by the· Trustee.              " · · ·                               AU  holder~~~. of Bonilll at the time of such meeting llhiill be                            entitled to vote thereat; except that                                   (aa)  with respect to bearer  Bonilll which have Ilea                                ~!tamped or upon which hilS been made a notation recording                                the fiii!IUe of 11. certificate for voting at 1!11lch meeting iuued m                                the milJUler provided in SeetloD 3 of thfii.Artlele XV (whether                                or not such Bonilll ue thereafter regiBtered 11.111 to princlp!i.l)                                ODly the holder.of.such.eertlfieate .ed·hia proxle111 llhiill be                                entitled to vote 1!11lch Bonilll at said meeting ud any adjoum·                                ment thereof;                                    (bb) the Trumtee may, ud upon request of the Oompu;y                                or of not le1111 thu twenty-ftve per eent. {211%) of the Bond­                               holder~~~ llhall, fix 11. day not exceeding ninety days preond·                                fBI the date for which  the meeting is called 118 a record                                date for the determination of holders of Bonilll regi1ltered                                11.111 to principal and holders of registered Bonilll entitled to                                notice of ud to vote at mch meeting ed lillY adjournment                                ~. ud only        such  registered owner~~~ who llhaD hlml  





 






                              been such registered owners ou the date oo :b:ed, ud who                                W'E! entitled to vote such registered Bonds at the meetlnr.                                shlill. be entitled to receive notice of such meeting, ud, sub­                               ject to the provisions of Subdivision ( aa.) of this Section                                2, the Bonds registered ns to principal on such record date                                ud registered Bonds may be voted at snch meeting ud                                 any adjournment tht>.reof only by the holdem, ud their                                pro:rlee, who shall have been registered owners of such Bonds                                 on such record date, notwithstanding any transfer of uy                                 such Bonds on the books of the Company after such date. If                                 uy Bonds registered as to principal on such record date or                                 any registered Bonds shlill. thereafter be transferred to                                 be!U'E!r, a I!Uitable notation may be made upon nch Bonda  '·.:·,                         at the time of their transfer from nch registered ow:ner'll                                 nnme to record. the fact. that .the registered owner of                                 Bonds on enid record date ud his proxies llhall be the onq ·                                 persons entitled to vote nch Bonds at the meeting. It 11m7                                 Bonds in be!U'E!r form on such record _date are thereafter ~        . ,:                                 istered ns to prfuclpnl and before uy certi11.cate as provided                                 in Section 3 of this Article XV hns been ii!IIIDed with respect (                                 to such Bonds, the flrst registered owner to whom such Bonds                                 in beW'E!r form are transferred shall be deemed to have been                                 a registered owner of such Bonds on the record date for the                                 purposes of this Article XV, except as to his right to receive                                 notice of such meeting; and                                    (co) no one shall· be entitled to vote in respect of 11m7                                 Bond  owned by or held by, for the account of or for the                                 benefit or interest of, the Company or any aftlliated corpo-                                ratiolll.                   '                                  SECTION 3. Attendance by Bondholders at any meeting may                              be in person or by proxy. In order that bearer Bonds may be                              voted at any such Bondholders' meeting without being produced                              thereat, the Trustee may, and, upon request of the Company                              or of not less than twenty·five per cent. (25%) of the Bond·                              holders, shall make and from time to time vary nch regula·                                                                                                      I                                                                                                     I  





 






                                                 245                           tlono u it shall deem fit permitting holdel'B of bearer Bondiil                         to submit such Bondiil to, or depollit their Dondo with, IIDJ' banta,                          bankeH or trust companies or their duly authorized agents,                         which shall issue to or upon the order of the holdeH of such                         Bonds  certi11cates with respect thereto entitling the holdeH                          thereof to be present and vote at any such meeting nd to ap- ' ·                         point proxies to represent them and vote for them at any mch ·                         meeting in the l!llllle way as if the persons •so present and voting,                         either peHonlllly or by proxy, were the actual bearel'IJ of the                          Bonds, in respect of which such certi11cates shall have been issued,                         nd IIDJ' regulations 110 made shall be binding upon the 'l'r11Bf.4!f!,"'_,:,                          the Inspectors of Votes and all Bondholdero. Unless the           --:<:          110 reeeived 11re to be kept on depollit pending the holding of                          BondholdeH' meeting and an)' adjournments   · llllid  - _,·:. ~·l~~h::c      bankel'IJ or trust compamee;'Oitlleir"'CiU1y authcirized'agenta, "iipl   .. -~-- . ·-  ,: .                   issuing any mch certi11eates mate a notation upon the  . .  . .·                                      im'a1i        ·•,,              with respect to which the ~cates are to-be issued rectlrdi.Di                          the iBime ot Sllch cert111cateo, and shall forthwith return the Bo:ncb1";   -I                     boaring Sllch notation to the Pel'IJOUB entitled thereto. There;                          after the Bonds bearing Sllch notation shall not be entitled to be                          voted at the meeting except by the holdel'B, and their duly author·                          ized proxies or agento, of the cert111cates iosued with respect to                          such Bon~                            Each  per110n seeldng to attend or vote at any meeting o:f ,..  ,..                           Bondholdel'IJ must, it required by. any authorized ·representative                          of the Trustee or of.the-Oompany, produce Sllch proof· of Bond·                          or certi11cate ownership or personal identity as shall be aatis·                          factory to the Inspectol'B of Votes. Every proxy shall be eigned by                          the Bondholder or certificate holder himself or by hio dnly author­                         ized attomey, and shall be witueased; and ito genuineneao it                          questioned shall be eotablished to the satisfaction of the Inspec·                          ton of Votes. All proxies and certiftcates presented at any                          meeting shall be delivered to the Inspectors of Votes and 11led                          with the Trustee.                             OftlceH and nominees of the Company and of the Trustee                          may attend at any such meeting and tate part therein, but shall                          not be entitled to vote thereat except to the extent that they may  





 






                           be Bondholdel'll or may hold prolde!ii of Bondholdel'll or may lold                             certiftcateli entitliDg them to vote illsued as in thill Section I                             provided.                                 BliiCTION 4. Persons named by the Trustee if represented at                             the meeting llhall act 1111 tempo1'11J.'Y Chairman and Secretary,                             respectively, of the meeting, but if the Trastee llhall not be repre-                            1118Jited or llhall fall to nominate nch pel'IIOns or if any pel'IIOn 110                             nominated llhall not be present, then the Bondholders and holders                             of eertiticateo, issued u in Section 3 of thill Article XV provided,                             and proxies present llhall by a Majority vote, lrreapective of the                             amount of their holding~~, elect other pel'IIOns from th0618 prEilllell,t.L.        ft::, ... i-.                             to m nch vacanQ" or vacancla A  permanent Chairman and                             permanent Eleeretaey of. such meeting llhall be elected from  ··:.·:::ilt···            . pN~~ant b;y the Bondholdel'll and ~oldel'll of IIUch eerWlcates                             prolde!l present by a maj_ority vote irreapective of the amount ;-.~•;;"''··;·,;--::;::=      .. J!i~ .,:,:          their holdings. The Trustee, if represented at the meetb:ir, lllbaJilJ;~~ ' "~., ·.. ,,                              appoint two Inspectors of Vote& who shall count all votes cut ·                             at nch me!llting, except votes on the election of a Chairman and                             Secretary 1111 aforeaald, and who shall make and 11le with the                             Secretary of the meeting their verifted written report in dupli·                             ate of all such vote& so caet at said meeting. If the Trustee                             lllhall not be represented at the meeting or llhall fall to nominate                             such Inspectors of Votes or if either Inspector of Vote& fal.lll to                              attend the meeting, tl!e vacancy ll!hall be filled by appoinbnent                              by the permanent Chairman of the meeting.                                  l!lllio'mN 6. The holdel'll (or persons entitled to vote the IIIIIJD.e)                             · of :aot le~~~~ than etpty per cent. (80~) of the Bonde entitled                              to be voted at anylllUch meeting must be present at such meeting                              in pel'IIOU or by proxy in order to conl!titute a quorum for the                              tran.raetion of butnea, leas than a quorum, however, having                              power to adjoom. If nch meeting Is adjourned by less than a                              ~-     for moN than seven dii.Yil, notice thereof shall forthwith                              be iD.&1led by the Trustee, if such meeting shall have been called                              by the Trnlltee, to the pel'llOns specUied in Subdivisions (e), (ll)                              ~-  (o) of IBeetkm J of Ws Article XV, and shall be pnbliahed  





 






                                                                     ......""~-=   ll!.t leut once in each ~~eVen d~~.y~~' period of ncb adjournment in  1m authorised newiJllll.per of. the Borough ot Manhattan, The City  of New  Yorlt,  and in an authorized Chicago, Dll.n.ois, new a­ paper. The fail'IU'e to mall ncb notice ae atol.'ellllid !!hall in no  caee affect the validity of any action taken at any meeting held                                                                        '- p11l'111111.Ilt to !il1lch adjournment. If !il1lch meeting llhall have been ~;~:._·  called by the Bondboldem_ or by the Company after fail'IU'e of the   . ···~· .  'l'nlltee to call the eame after being requested 110 to do in accord·  ance with Election 2 of this Article XV, notice of lil1lch adjo1ll'll·  ment llhall be given by the Chairman and Secretary of the meeting  in the nEIWIJllii.PI!l'!l and for the number of timee above !ipecl11.ed in   this Electicm and llhall be ll1lfJI.clent U 110 given.      _SmlmON 6. A.Jq moillilcations or alterations of this Ind.ent1~   of any indent'IU'e npplematel hereto, and _of  the rightlil   obliptiOlll of the Company and of the holdem cif the Bonde   coupou in any puticular :may be made at a meetins of Bond·~   holdel'li d~ convened and held in aeeorclance with the provlaiomt' ·   of this Article XV, but ouq by a :reeoluticm dul;r adopted by the   atllrmative vote, in pl!l'!IOn or by pro:z;y, of the holdem (or pemoDII   ootitled to vote the eame) of eighty per coot. ( 80%) or more of   the BoDdll entitled to be voted upoD any ouch moillilcation or alter.   ation when !il1lch meeting bl held, and approved by :reeolution of   the Board of Directon 11.11 hereinafter upecl1led; but no 1111ch   moillilcaticm or alteration llhall be made which will permit the· ·_   exteuion of the time or tlmee of payment of thell:rinclpal of, 9r   the intereet 011. any Bond,- or a· reduction in the rate of   interest thereon, or otherwiee affect the -terms of payment   of the principal of, or interest on, any Bond, or reduce the ·   percentap :required b;r this Election for the takins of any'   action under this Election, nor shall any action permitted   under this Election and taken at any meeting of the Bond·   holdem atl'ect the rights under this I.ndent'IU'e or of any indenture   npplemental hereto of the holdem of one or more, but lellll than   all, of the seriee of Bonde outstanding henunder, Ulllea mch   action shall aluo have received the ailirmative vote, in pl!l'!lQn or by   pro:z;y, of the holdem (or peroons entitled to vote the lll!!lfl) of at  





 






                        least eighty per cent. ( 80%) of the Bonds of each of the series so                          effected entitled to be voted upon any snch action when snch                          meeting ia held. For all pnrpoaes of thia Article XV the Trustee                          shall be entitled to rely upon an opinion of collD.sel with respect                          to the extent, if any, as to which any action taken at mch meeting                          effects the rights 1mder thia Indenture or 1mder any indenture                          mpplemental hereto of any holders of Bonds then outstanding.                             Bonds owned or held by, for th.e acco1mt of or for the benefit                          or interest of, the Company or any afllliated corporation, shall not                          be deemed outstanding for the pnrpose of any vote or of any                          calculation of outstanding Bonds provided for in thia Article XV    -·                    or for the pnrpose of the quornm provided fOl' in Section 5 of thia -·                          ArticleXV.                                            ~~·-,,~"                             The term "a11111ated ccirporation" as tiBed m thia Article  .. :· i&:~~·t;·-~~~~    be construed to mean (II) any corporation which ~ or.    r.~i·:;t!~~=:~        rectly owns or controls an Jnterest of tWenty-five per eent. (~% L~~;~- ··:·:::;•:4J';',q.'1t'.   : ~:~:r~~s;.;·;        or more of the outstandJng capitalllltocll: of the ~pany .havbig ·~•;:.·                          voting power, or (b) any corporation of which twenty-five per                           cent. (25%) or more of the outstanding capital llltocll: having                                                                                           (                           voting power ia owned by or held by, for the account of or for                           the benefit or interest of, the Company or any corporation which                           directly or indirectly owns or controls an interest of twenty-five                           per cent. {25%) or more of the outstanding capital stock of the                           Company having voting power.                              For all pnrposes of thia Indenture, the Trnstee, and for                           the pnrposes of thia Article XV, the Trnstee, the Chairman                           and Secretary of any meeting held plU'Sllant to thia Article                           XV and the Inspectors of Votes at any snch meeting, shall {unleas                           challenged by any Bondholder at snch meeting) be entitled con·                           cltiSively to rely upon a notification in writing by the Company,                           specifying the principal amount of Bonds owned by or held by,                           for the account of or for the benefit or interest of, the Company                           or any afliliated corporation, or stating that no Bonds are so                           owned or held. In case the meeting shall have been called other­                          wise than on the written request of the Company, the Trustee, if                           the notification by the Company ia not fnraiahed as in thia para­                          graph provided, shall be entitled concltiSively to 8.BII11Die that none  





 






                          249   of the Bonds outstanding nnder this Indenture are so owned or  held.      SEC'l'ION 7. A record in duplicate of the proceedings of each  meeting of Bondholders shall be prepared by the Secretary of  the meeting and shall have attached thersto the original reports  of the Inspectors of Votes, and afl!.davits by one or more per·  oons having knowledge of the facts .. setting forth. a copy of the  notice of the meeting and a copy of the notice of adjournment  thereof, if reqnired under Section 5 of this Article XV, and  showing that eaid notices were published as provided in Sectiolll._:~,,_,_,   2 of this Article XV and, in a proper case, as provided in Secti~~   5 of this Article XV. Such record shall be signed and verifte   by the afl!.da.vits of the permanent Chai:nmm, the Perma-nent   retaey of the meeting, and 'a dulj- authorized rep'res<i!IItlltivB:   the Trustee if l!llch a repreeenmti.ve was present at the   ing, and one duplii:ate thereof shall be delivered to the   pany and the other to the Trustee for preserVation by the -£·~c   tee. Any record so signed and verifted shall be proof of the   matters therein stilted until the contrary is proved, and l!llch   meeting shall be deemed conclusively to have been dnly convened   and held, and any resolution or proceeding stilted in l!llch record   to have been adopted or taken shall be deemed conclusively to   have been dnly adopted or taken by l!llch meeting. A true copy   of any resqlution adopted by such meeting shall be mailed by the   Trustee to each registered.owner of. Bonds- outstanding addressed   to him at his address appearing (if at all) on the registry books,   to each holder of Bonds outstanding payable to bearer who shall   have 11led with the Trustee an address for notices, addressed to   him at l!llCh address, and to E'.ach holder of Bonds outsmnding   addressed to him as his name and address appears in the most   recent information in the possession of the Trustee, as provided   in Section 23 of Article IV hereof (but failure to mail copiE'.s of   such resolution as aforesu.id shall not affect the validity thereof),    and a copy or suminary thereof shall be published by the Com·    pany at least once in an authorized newspaper in the Borough of    Manhattan, The City of New York, and at least once in an author- 





 






                            led Chicago, Illinolm, nenpaper, neb publication to be mllde not                              more than 1l.fteen days after the adoption of such resolution. Proof                              of ncb publication and mlllling by the affidavit or affidavitll of                              some person or pel'I!One having knowledge of the facta shall be :llled                              with the Tl."lllltee. No BUch Bondholders' resolution shall be binding                              unleoo approved by the Board of Direeton u mdenced by a certi·                              1ied resolution :llled with the Trustee, and any resolution of Bond·                               holders 110 adopted and approved shall be deemed eonclllldvely to                               be binding upon the Company, the Trustee and the holders of all                               .Bonds and coupons, except u otherwilie apeeiil.cally provided in                               thD Article XV; provided, that no neb reiiOlutlon of the Bond·                               holders, 01' of the Board of Directon, shall in DJ m•nner be 110                               construed u to change er modlfJ D1 of the rl&htm er oblipticma                              ·of the .Trruitee without itlll written ueent thveto. NothJxlc mthla~~1'*!1~?~                                Article XV eentlllined lillhnll be deemed or eenetrued to authOI'h!e          ....                 er permit, by l'eiiiiOD of any all of a meeting of Bondholders er                               of u;r. r~1ht expressly er implledq conferred here1111der to make  \                            BUch can. UJ' hindrance .01' de1a1 in the exercbie of any ri8ht 01'                               rightll eenfened upon er reeened to the Trustee er to the Bond·                               holders 'II.D/Iw any of the provi.ldon111 of this Indenturlll or of the                               Bond&                                   Sli!anoN 8. Bonds authenticated and delivered after the date                               of any Bondholders' meeting may beer a notation, in ferm ap­                              proved by the Trustee, u to the action teken at meetinglll of                               Bondhold~ theretofore held, and, in BUch cue, upon demand of                               the holder of any Bond outlltanding at the date of any BUCh meet­                              ing and pl'l!llleDtation of hle Bond fer the pmpoee at the pl'in·                               cipal o1Bce of the '!'l'UIItee, the Company shall e&lllle lltlitlllble                               notation to be made on mcb Bond  by endonement or other­                              wise u  to any action teken at any meeting of Bondholdel'lll                               theretofore held. If the Company or the Trustee shall oo deter­                              mine, nev Bonds 1110 modifted that they will, in the opiniOD of                               the Tr1letee and the Board of Direetore, eonferm to IIUcll Bond·                               boldera' reaillutionm, shall be prepared, authenticated and del!'f·                               el'ed, and IIUeh nev Bonds shall be exchanged for Bonds of tlle                               iii.l!llll IH!riee and matllrity then ont.mt:an«<'•s hi!!Nlll!.dw, 1lipOD de- 





 






                  I!Wid of, ~md without cost to, the holderll th -'t 11iJGi! IIIIUNII.der                    of wch Bonds with all unmatured coupo1111 ap~ thereto.                    The Compqy or the Tl'11Stee may require Bonds to be preaented ·                    for notation or exchuge 1111 aforesaid if either shall llll!le fl.t to do                    1110. !natrument!l supplemental to this Indenture embod1ing 1m1                    mod.iftcation or ll.lteration of this Indenture or of any indenture                    wpplemental hereto, or of the.right!l ud obligatiou of the Com·                    pany or of the holden of the Bondll.ud. coupollll l:Ude at 1UQ"                    Bondholders' meeting approved by l'e!IOlution of the Boerd of                    Directon, as aforesaid, may be exee~t!ld by the Tr1mtee ud tht~                    Compqy; and upon demand of the Trumtee, or if eo lllpl!lclW -                   ~UQ"l'eiiOlution adopted by 1m1 euch Bondholdlln' m...tt..-. lilbeD                    be l!lXeCUt!ld by the OomP~UQ" and the T! Mae                                         ARTIOLE   XVI.    ,' ..   --''~--;o;:.~  - : ...j".  ·;.....                     Dliiii'III4BANOIIB.                        If the Compqy, its eueceeaore or IUIIIigDJI, alWl pe;y or caue                    to be paid unto the holden of the Bonds and COUpollll, the prin·                    clpal and interest to become due thereon ud the premium thereon,                    if any, at the times and in the IIIII.DJler stipulated therein, and if                    the Company llhall keep, perform and observe all and singular the                    covenants and promises in the Bonds ud in. this Indenture e:z:.                    pnaed as to be kept, performed and observed by it or on its part,                    thea these presents. and the estate .and rights hereby .granted shall                     (at the option of the Company evidenced by a certl1led resolution                    delivered to the Trustee) CCii.Be, determme.and be void, and there-·                    upon the Trustee shall, upon the request of the Company, cancel                    and discharge the lien of this Indenture, and execute and deliver                    tlo the Company euch deeds 1111 llhall be requisite tlo BB.tisfy the lien                     hereof, and reconvey to the Company the estate and title hereby                     conveyed, and assign ud deliver to the Compeny uy property                     at the time eubjeet to the lien of this Indenture which ma;r then                     be in ita polllleBIII.on.                       Bondi! and coupo111 for the ~ent or redemption of wfdch                     moneys ehaU have 00. depoalted with the ~ 'lrilethr at or  





 






                              prior to the maturity or the redemption data of mch Bonde, lllhaD.                                be deemed to have been paid within the meaning of this Article;                                pl'Ovided, however, that it 1111.ch Benda are to be redeemed prior                                to the maturity thereof, notice of snch redemption lllhaD. have been                                duly given or pl'Ovisi.on satillfactor;r to the Trustee llhall have been                                made therllfor.                                    ·                                   The cancellation a:o:d discharge of this IndentUre, however,                                llhllll be without prejudice to thE! right of the Trwitee to be paid                                any compellllll.tion then due it hereunder, and to be protected and                                saved hlll'lllleaa by the Company from any and all loaaea, liabili·                                tiea, coatm and expeneea, including counsel feea, at any time in·                                enrred bf the Trnatee hereunder or connected with an;r Bond, ·: .  .                                and the Compan;r hereby covenants to protect and save the ':"L ...•. : ..  : ~-'-'·                                Trustee harmlesa from any and all IIOch loaaea, liabilltiea, ~ ui':~·­       :.F:··~·; ·>".·         lllld ~              .                               . -. ,)~''·''·· *~~- .:.: .                                                                               : ~: , -- ··:-=~:T;~:- . -~'-        ' ~::.:::~.;:t;: .·         .r~j.~~·~;t.*·\::~                         ABTIOLE XVII•                                     BIIIO'l'.!ON 1. Nothing in this Indenture, expressed or implied,                                is intended or shall be construed to confer upon, or to give to,                                any person, firm or corporation, other than the parties hereto,                                and the holders of the Bonds and coupons, any right, remedy                                or claim under or bf rea110n of this Indenture or any covenant,                                condition or stipulation hereof; and the covenants, stlpulatioi!ll                                and agreements in this Indenture contained are and shall be for                                the sole and exclusive benefit of the parties hereto, their 1111ccesaors                                 and assigns, and the holders of the Bonds and conpona.                                    BIIIO'l'.!ON 2. Whenever in this Indenture or in any indenture                                 snpplemenl:al hereto pl'Ovision is made for the destruction or can­                                cellation by the Trustee and the delivery to the Company of any                                 Bonds or any coupons, the Trustee may, upon the request of the                                 Company, in lien of 1111.ch destruction or cancellation and delivery,                                 cremate 1111.ch Bonde and coupons in the presence of an officer of                                 the Company (if the Company shall so require) and deliver a                                 cert111.cate of ncb Cl.'ellll!.tion to the Company.  





 






                          Sli:C'l'ION S. In case any one or more of the provision~~ con­                         tained in thill Indenture or in the Bonds or coupou should be                          invalid, illegal or unenforcible in any respect, the validity, legal·                          ity and enforclbility of the remaining provisions contained herein                          and therein shall not in any way be afl.'ected or impaired thereby.                             Sli:C'l'ION 4. Although thill Indenture, for convenience and for                          the purpclllle of reference iii dated July 1, 1939, the actual date                          of execution by the Company-and-by-the Trustee iii aa indicated                          by their respective aclmowledgmenta hereto annexed.                             SIIICTION 5. In cUe, by reaaon of the temporary or permanent                          ll1lllpenldon of publication of IIJI1 newspaper, or by reason of any                          other caWIEl, l.t shall be impoalble to make publication of        ....'                           notice required hereby in the newspaper or newspaper~~ 118 hf!J)~~       '··f~~~·::-·.~· ,: . -·  . ·..  .                provided, then IIUch publication in lien thereof 118 shall be :uiiildli:                          with the approval of the Trustee !lhali coii!Ititu~ a auill.clent :e...  '                          publication of IIUch notice. _ Such publicatio~ ~ 110 far aa m111 ·--: -                         be, approldmate the terms and conditions of thJ publication in                          lieu of which lt is given.                             Sli:C'l'ION 6. The same olllcer or olllcem of the Company, or                          the same engineer or counsel or other person, as the case may be,                          may, but need not, certify to all the matters required to be certl·                          fted under any Article, Section, Subdivision or other portion                          hereof, but dift'erent o:fllcers, engineers, counsel or other perilOUS                          may certify to dift'erent facts, respectively. Where any person or                          persons are required to make; give or execute two or more orders,                          requests, certificates, opinions or other instruments under thill                          Indenture, any IIUch orders, requests, certiftcates, opinl.olls or­                         other l.astrumente may, but need not, be consolidated and form                          one instrument. Ally certiftcate which iii required to be verifted                          may be verified on information and belief.                             Except as otherwise expressly provided in this Indenture, or                          in any indenture BUpplemental hereto, any request, opinion, con·                           sent, demand, notice, order, appointment, or other direction re­                          quired or permitted to be made or given by the Company, shall                           be deemed to have been BU:filelently made or given if executed on  





 






beJWf @f the Oom~ by itli Pftl!ident 01' uy of ita Vlee PHI!l-.   dents ud 1tll Sooretary 01' uy of itli Alildstant Becrete.rielll 01' ibl  ~·01' uy of ita AWtant ~     .A1f1 opinion ~ eoliWiel requlred to be furnished plU'IIIUUit to   uy of the pro1'Jld011111 of tbis Indenture may, in lieu of stating the  facti! requiMd by the provisions hereof, state that the required   conditiOillll will be fn111lled on the execution and delivery of deldg­  ~ted lnstnmentll, which instruments l!lhtill be delivered in fOl'm   approved by IIUch eoliWiel prior to or eoneurrently with the ta.1dng   Ol' lmfl!'ering by the '1'ru8tee of the action 1111 a condition pll.'tleedent   to which llllch opinion ill requiMd to be furnillhed under the te!.'DIIil   of this Indentue.     .A1f1 notiee to 01' cJem•nd upon the Trutee 1lllg' be served Oil'  . pn111anted, and rmch demand may be made, at the principal oflica . ·  · @f the 'fnatee. .A1f1 notlee to or demuihpon the oOmpalli lihd r;; ·   be aBemed to have bellln adlclently SDen·Ol' lll8l'Ved by the Trutee, · ··   :for 1111 p~ by being depodted, postage~ in:    II. ~   ofllce letter bo.i::: adc1relllllled to the Com~ ft. To~ Kan"""'•   or. to. the Com~ at Rch other ll.ddrellllll u may be filed in writiq   by the Company with the Trustee.            ·      ·      SIIIC'l'lON 7. Subject to the provisions of Articles Xll and   XIII, whenever fu this Indenture uy of the parties hereto ill   named or referred to, the Rcceaaol'8 and IIB!dgns · of PUch pllit;y   .l!lhtill be deamed to be included, aDd ~ the COVI'JJanta, prollliDell   and agreamentll in this Indenture conWned hi or on behlilt of   the Com~, 01'  by or on behalf of. the Tiuatee,. shall bind and   inure to the beneilt of the respective mcceiiiOl'll and uaigne,   whether 80 ~·01' not.      · 8Jiar1ollr 8. · 'l'hiil. Indenture ~ be rdmultaneot11ily executed   .in uy nmnber of counterpa.rte, each of which when 80 executed   and delivered aha:D. be an original; but meh counterpll.!'tlll shall   together conetitute but one and the enme instrument.       IN Wl'fNDII!I WSJ!!I'IIIOD', llll.id The Xan88.8 Power and Light Com·   puy hu ce11118d this Indenture to be executed on ita behalf by   ita Pl'Baidmt or one of ita Vice Prellldenta and ita corpora.te ll6lll    to be hereto !!flllxal aad wd ll6lll and this Indenture to be ·~  





 






                   tmed by itri Secretary or one- Of itll ~t Beereta:rlu; ud                     lmid Ha.rri.ll Trust and Bl.vmp Bank, in evidence of itrl acceptance                     of the trust hereby created, hu es:ued th!ll llldentme to be                     executed on itri behalf byitri President or one of ita Vice Preei·                     dents, and ita corporete seal to be hereto ldlb:ed and aal.d seal                     and th!ll llldentme to be attested by ita Becretaey or one of ita                     ASII!IItant Beeretariee; iillu ot the 1Im; day of July, One thoUIIIUI.d                     nine hwdred and  thil't;r·nme.                                     TBlll :KANl!As l'owmt AND LIGHT CoBn>ANr,                                                          By  H. L. l!ANLmY                      [COIU'OilA'l'l!l SEAL]                   Vice Preaidllllf.    .                                                             ·~ .     '                                                           .:.,                      Attested:                                  .,o\.,.                        L  B. El'l'EIWAJI.T    .• . .  -~~f~~"''···                               ......,  ··- ·. . ::~··-:..·:. ·:·~~~::: :-:;~ ;._.·                                 Amstant s_.,.,;: ·•·:·; · ,_:,:,f,· ··. -?~·,.· · ·•  '1   -'~l·              Signed, sealed and dell.vered by   "if:                 The XsnMII Power ud Light                        Company in the preeence of:                          B. L. POMIIIROY                          C. P. NONGARD                                   A.t Witne.wse.w.                                      Hnm Tatlft AND  li!AVJNGIJ BANE,                      .:·.                                                        By  HAROLD EOKHA.JtT                      [COIU'OilATill SEAL]                      Vice~t.·                      Attested:                        F. 0. MANN                            Aasiatant Se~.                      Signed, sealed and dell.vered by                        Rents   Trust  ud   Savmga                        Bank, in the preeence of:                          8. L. POMIIIROY                          E. M. Pll'EILlllR                                    b"W~.  





 






                         STAT!II OJ' !LLINOIB t                           CoUNTY OJ' CooK JSS.:                               Bill l'l' REMEMBIIIRIIID, that on this 24th day of July 1939,                           before me, the undersigned, GUY H. STRAFER a Notary Public                           within and for the County and State aforesaid, personally came                           H. L. HANLEY, a Vice President, and I. S. SmwAll'!',  an Assistant                           Secretary, of The KanBQs Power and Light Company, a corpora­                          tion duly organized, incorporated and.existing under the laws of                           t.he State of Kansas, who are personally known to me to be such                           officers, and who are personally known to me to be the same per­                          sons who executed as such officel'll the within instrument of writ­                          ing, and such persons duly aclmowledged the execution of th8   >: Jj~;_;t~,~~~<'=:~ •'~::~~-::~;::~::::::.E~:nyn~e                          an:·     ifi._ '·i-' i':::·    afi!Jr:ed my official seal on the day and year last above written.   ·...  ·~~.. :.;  .. "~~;._. , . .-.. ~- . . .. -~.- ·. ··~.'- ..~.·.:_:  ~"': -~~- . .. -- .   ..  'tt'-~~-~·.;:: ~-,':f;::.-.. :, ..!.             ·:: j ,r                           [NOTAJW.L lll!lALl                           I                                                         GUY H. STBARR                     (                                                                 Notary Public.                                               My Commission Expires January 26, 1941  





 






                                                 257                          STATIII OF !LLINOI!l l                         CoUNTY Oil' CooK SSS.:                             llm lT !UilMEMBEilED, thnt on this 24th day of July 1939,                         before me, the undersignL'II, TILI.tl!l 1!'. KunT:i!:, a Notary Public                         within and for the County o.nd Stnte aforesaid, personnlly                                                                                            ~--....::..:-.,                          cnme HAROLD  ECKHART, IL Vice !'resident, and F. 0. MANN...                          an Assistant Secretary, of Harris Trust and Savings Bank, a                         corporation dnly organized, incorporated and mating under the                         laws of the State of Illinois, who are personn.lly known to me                         to be such officers, and who are personn.lly known to me to be the                         anme persons who executed as such officers the within instrn·                         ment of writing, and such' persona duly acknowledged the                        . ~ution of the anme to ·                · ·· · · ·  : ·. ·..                             IN WITNlii!S wmmiluoll', .. I                         and  afllxed my officlal llelll on                         . written.      '                           [NOTARIAL SEAL)                                                        TILLIE F. KURTZ                                                                Notary Public.                                               My  Commission Expires July 13, 19·U                                                                                             ·- i:""'-~..:r.-                                                                                          ····· ~·~-         \       . '        \  





 






                                                                      ·-                                                                        . :·;       STATID 011' ILJ.INOIB I       COUNTY OF CooK  JSS.:           Bm IT RmMIDMBIIlRIIID, that on this 24th day of July 1!139,       before me, the undersigned, Guy II. STBAII'IIlR, a Notary Public       within nnd for the County  wul State a.fort.'>lllid, personally       came  H. L. I!ANL!IIY, a Vice l'rt.>sidcnt, nnd I. S. STEWART,       an .AsllistWit Secretary, of The Kansas Power and Light Company,       a corporation duly organized, incorpomted a.nd existing under the       laws of the State of Kansas, who are personally known to me       to be such. otllcers, who, being by me, respectively, duly sworn,       tlid each lillY that the llllid H. L. l!ANL!IIY is Vice President       amd that the llllid L S. BTIIIWAJLT is an Assistant Secretary of       . corporation, that the co:nslderatlon of Wid for the foregoing in!~  ~;1;·,\:-'':-iiii'ai:ttwniJ aciUal and it.dequ~te;:tliat ih1tiiam~-was made'imd      · . in good faith. for. the uses and: p~0011 therein eet ·forth -niiil      ~without rmy intent: tO mnder,,:cti!la;v:OJi.:defrnud creditors or·Jiul~··,;;t'% ~fi.. ~i~1~·;       . •ehll8Cl'8.  - '".,._,._ :----: ---· ,..  ,,;r_:.,_:. ''i"'"' · · ··  .  . .·                                 .. ·~ . ,_ ......           IN 'WlTNEilS WBIIlREOII', I have hereunto BUbscribed my name   (       and  atllxed my official seal on the day a.nd year last above       written.         (NOTARIAL SF.AL]                                      GUY H. BTllA.li'IDB                                              Notary Public.                           llfy Commission Expires January 26, 1!141  





 






                                                                  25!)                                     The   Mortgngc    nml   Deed   of TroNt    dntml   ,Joly  1, 1939,  wns                               recorded on Jol,v 27,    1!139, in the onie~N of the Rt>hristers    of Dec~ls                               of the Counties listed b<'low,    nil in t:lte St.nte of KanHns, ns  follows:                                                          RF.CORntNG AS                   RF.CORDING AFt                                                    R&Ar. ESTATJt MORTr.AGF.          CuAT'l'ltt. Mon.TGAGF.                                  COUNTY              Tlll&     """''  PAGII:         Tl>l&            PAGit                               .'\,tchison          8:45AM      250                 8:55AM      """"p  157                               Barber               8:06AM      48A    1-258        8:06AM      20     135                               Barton               8:05AM      52     417          3:05AM      w      !59                               Drown                8:15AM      200!\  I            8:15AM      X      136                               Butler               8:10AM      159    440                      5086A   -                              Clark                8:16AM      46                  8:20AM      25                               Clay                 8:07AM      ·66    69           8:07AM      30                               Cloud                8:05AM      87'    578          8:05AM      18                                                                          '   .;.·                        Com:u1cl1c           8:30AM.    .·47A                8:30AM:.    JS                               Diddnsou             8:12AM     :'111  ··15i;':· :.  8:12AM~-   .'A7  .f~--=<~~~-~.  ~             Doaiphan             9•00AM    · ·'ellS ·'' ...;;tii,,.               ..                                                    8;osAM ·.   23. ·-·:~j"•·}      =~:~ :'}~~0        120 c:.··                               Edwanls                          70 ..   fi                          Ellia                9:00AM             2            9:00AM      18     K                               Ellsworth            8:06AM    ... sa .. 1~ ..~--·:  8:06AM     ,25   : '148 ·-·..    l                           Geary                9:00AM     .,,36  .. 1-258 .-    9:00AM   · ';z    ISS:,.     ~-                         Jackson              !O:OOAM      108A               !O:OOAM     40     K-9                                                                                                                                ~ ···- ...                               Jeticrsoo             8:09AM      174   544           8:15AM     29     142                        ":.-.                               Johnson               8:00AM      A                   8:05AM      30    145                               Kingman               8:05AM      J{     93           8:05AM      w     K                               Kiowa                 R:50AM      F      166          8:45AM      H-1   K-7                               1.-incoln             8:10AM      41'>   1            8:15AM      16    92                               Marion                8:30AM      217    A            8:30AM      26    142                               Mar:shall             8:05AM      2.18   38           8:05AM      13     ISO                               McPherson             8:05AM      123    1            8:05AM      49    42                  .-' ..                               Morris                8:15AM      62A                 8:10AM      8      152                               Nemaha                8:45AM      133    54-71        8:45AM      5      !51                               Ottawa                8:06AM      62'    I            8:06AM      29     K2408                                Osage                8:10AM      K4J                 8:10AM      0      162                               Pawnee                8:05AM      43     1-258        8:05AM      22     139                                Pottawatomic         8:30AM      99     IV           8:30AM      v      160                                Pratt                8:05AM      80     536          8:05AM      37     148                                Reno                 8:10AM      266    I            8:10AM      B4     K                                Republic             8:15AM      49     309          8:15AM      7      145-C                                Rice                 8:20AM      119    I            8:20AM      31     K                                Riley                8:15AM      1%                  8:15AM      \j     146                                Rush                 8:05AM      24     3            8:05AM.     0      947                                RU5scll              9:00AM      (>()   1            9:00AM      33     K                                Saline:              8:31AM      135    2ll7 -417    8:31AM      32     177                                Shawoec              8:00AM      778    216          8:00AM'     39     2                                Stafford             8:15AM      76C    1-258        8:25AM      32     10                                Wabaumce             9:15AM       I     1-258        9:15AM      27     40                                Washington           8:00AM      92     416           8:00AM     40     14S                                                                        k_..~j. fJ~  





 






                      : ~·' '1·;......,.~: ·~                       ~·.,    ..._                     '1~-  i.                                                     ~                     -~~·~                                                        <                                                                                  16                     ··~                                                          ~                    . ~·~\~.·                                                     8                     -~:                      ~.                      ' ..                                                        8                      ...                                                         ~                        ADDITIOUAL RECORDmG DATA                                  fil                                                                                  ~                    Original Yortgage Dated July 11 1939                        :.~i:'.                      '  Rec;ording as              Recording as      County        Real ~state Mortgage           t.:hat tel !.!ortgage                  Date,,. Book      Page         Date   Book    Page   Chase        8-16-43 '. #1484 Vol. 62 Mtg record 8-16-43 Vol. 2  K #1486   Coffey      lll-23-49 JD7                 11-23-49  p        91   Douglas     11~-17-49  97          1      11-17-49  #4737   Elk         11-25-49   77       D         11-25-49     8   Ford        12- 8-49   79 all             12- 8-49    20   Grant       ll-22-49.  27       1-439     11-22-49    19    1.43   Gray       12-8-49     44A       238      12,- 8-49   18    281   Greenwood   ll-23-49' 152         73      11-23-49    47    143   Haskell    12- s-49 '• 31 l!tgs   31F     12- 8,-49   20Cm  269   Labette    11....25-49 99        631      11-25-49 z   Leavenuorth 11-17-49  .306       320      ll-17-49    50   K   Igon       11...23-49 1)1          1      ll-23-49 #5857   Neosho     11-25-49   B          133      11-25-49     3    267  Hilson      11....25-49 128                11-25-49    36     91  Woodson     11...23-49  48        387      11-23-49 z        137  Wyandotte   ll-17-49  1216        484 to   11-17-49 #C211410                        1217        ll2    Harvey     12-22-49 .170=D mtgs 1-258     12-22-49 x of Ch!ilte1s Page ~59                       ,:,                     ·~:\:,.                     t~ .~                     .)~.                     ~t;,,