Evergy, Inc. (Form: 10-K, Received: 02/22/2019 06:18:09)

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;,,

TWENTY-EIGHTH (formerly, HARRIS WESTERN The TRUST Dated Kansas SUPPLEMENTAL as RESOURCES, July AND Trustee Power TO 1, SAVINGS and 1992 Light INC. Company) INDENTURE BANK Exhibit 4.40

. . .

Sec. Sec. Sec. Sec. Sec. General Grant Exceptions Habendum Granting Recitals Parties 5. 4. 3. 2. 1. in such. Note: Covenant Trust Clause and It The is Execution Form Form Form Form Denominations General Reservations Twenty-Sixth of Series Twenty-Sixth included DESCRIPTION Table exchange of of of of of and Trustee’s Trustee’s Bonds Bonds description Only Contents and Twenty-Seventh Series for Series Form of of of AND purposes Twenty-Seventh OF Certificate is Certificate the Bonds not of and of TABLE and TWENTY-SEVENTH Twenty-Sixth BONDS Bonds Temporary part Twenty-Seventh Twenty-Seventh of of of the Series convenience. ARTICLE of this OF OF Twenty-Sixth —I— the Supplemental Series and Bonds CONTENTS THE Series privilege I. TWENTY-SIXTH Series of Series the SERIES. Indenture and SERIES should not be considered PAGE 15 13 11 9 7 7 6 5 6 5 as 5 3 1 I

Sec. Sec. Sec. Sec. Sec. Sec. Sec. Sec. 3. 2. 3. 1. 2. 2. 1. 1. To To Title Notice Bonds Bonds Execution Limitations the release the release on redeemable redeemable Twenty-Sixth retire retire or electric gas to ISSUE after of of of mortgaged of of properties certain certain the the Redemption and all all as properties July prior at Twenty-Seventh Twenty-Sixth OF or or Series to Delivery any AND portions substantially portions substantially 1, principal BONDS to ADDITIONAL property 2002 time and maturity ‘TWENTY-SEVENTh of or Twenty-Seventh of of OF REDEMPTION. amount Bonds Series ARTICLE from ARTICLE ARTICLE Bonds Bonds all all Series THE of of time of are COVENANTS. upon upon TWENTY-SIXTH the are not to IV. III. II. time Series SERIES. SERIES PAG 18 17 16 16 16 16 16 15 ‘F .

Sec. Sec. Sec. Sec. 4. 3. 2. I. Reservation Reservation Facsimile Amendment Net Amendment Indenture Amendment Indenture charge Monies interest, Amendment to Section Bonds So subject of subject excess of additions property and acquistion Section the long earnings Twenty-Seventh AMENDMENTS USE PROPERTY RATIOS. issuable for of Original to deposited to 1 as depreciation Signatures to of so 60% additions not an depreciation an 3(a) of Bonds of OF of of of test--definition add Article of as of unfunded unfunded Right Right subject OF Articles covenants of definition on to definition FACSIMILE of Indenture property a AMENDMENT net with of substitute RIGHT Article basis Section not ADDITIONS by XII by the and bondable Series to Trustee Company III, Company subject prior OF prior only of an Twenty-Sixth subject of in of property VIII may TO 9 IV the of unfunded RATIO Sections net remain net 60% ARTICLE of lien SIGNATURES. lien, and net AMEND -UI- Original of not to under value 60% bondable bondable to to to for the an AND earnings notwithstanding OF XII be retirement an outstanding: Amend Amend OF of 14 unfunded of 80% Section Original prior withdrawn Series NET of unfunded net Indenture V. and property OF BONDS ARTICLE the value value whenever bondable available lien Article EARNINGS Article CERTAIN 16 Original 5(a) and Indenture RESERVATION prior of of of prior in ISSUABLE additions Article with of property minimum provisions property XV XV an XV. it for lien value Article Indenture lien appears amount respect of OTHER of TEST. IV Original Original not of additions III and TO in PAGE 22 22 21 21 19 19 19 19 18 18

ACKNOWLEDGMENTS DESCRIPTION TESTIMONIUM SIGNATURES Sec. Sec. Sec. Sec. Sec. Sec. 6. 5. 4. 3. 2. 1. AND Titles Execution Benefits Acceptance Parties Responsibility OF Supplemental and PROPERTIES coupons SEALS of to restricted Articles include in of counterparts and Trust Indenture MISCELLANEOUS not successors to Duty part parties of of Trust APPENDIX ARTICLE the and and -iv- Twenty-Eighth assigns to holders PROVISIONS. VI. A of Bonds PAC) 27 25 25 24 24 24 23 23 23 .

Sineenth Fifteenth Fourteenth Thirteenth Twelfth Eleventh Tenth Ninth Eighth Seventh Fifth Second Fourth Supplemental Called Indenture Hereinafter Supplemental outstanding provided there five twenty-seven thereunder; issuable Mortgage Indenture”), called mailing hereinafter State Indenture Savings Nineteen Kansas Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Supplemental provided Supplemental Supplemental Supplemental Supplemental Supplemental Supplemental Supplemental of is Supplemental Supplemental Supplemental the WHEREAS, WHEREAS, Supplemental TWENTY-EIGHTH Supplemental Power Bank, address in Kansas set Hundred for Indenture series, and “Trustee”), mentioned, at and forth to Supplemental for the July a and Deed provide (hereinafter corporation is the and below 111 issuance the and the Light 1, issuance to 1992. of as West Ninety-Two Company party Company for June declare April May February September April September October May December December October July April Date Trust, information Trustee Company, Indentures and 1, 1, of organized 1, called 1, Monroe 1, 1, 1, thereunder SUPPLEMENTAL of 1976 1977 1939 1952 1977 1969 1949 1, 1, 1, Bonds, the dated the to 1, 1, 1, 1954 1, 1949 1975 under has 1951 1949 1970 the has 1961 secure made terms a second Street, corporation with supplemental heretofore “Company”), July and heretofore and the of by and an existing respect series part; and 1, P.O. Mortgage the issue conditions 8-1/8% 1939 5.90% 8-5/8% 8-5/8% 8-3/4% 4-3/4% 7-5/8% 3-1/8% 3-1/4% 3-1/4% 2-3/4% 2-3/4% Control Due 2-7/8% 3-112% ga’e Due Provided Series Due Due First Due Due Due Due Due Due Due Due Due between of Box principal INDENTURE, organized executed 2007 2006 2005 under Bonds 2000 of 1999 1991 to 1984 1982 Mort- 1981 1984 1979 1979 1969 party to executed Pollution the Series of (hereinafter Series Series Series Series Series Series Series Series Series Series Series Series Series First 755, said such For and Company’s upon Western of the Original Chicago, Mortgage Deed amount Supplemental the and and laws which and first existing delivered Resources, referred dated of of Indenture, delivered First part, the Illinois of the Trust 30,000,000 $26,500,000 32,000,000 Amount 45,000,000 Issued Principal 35,000,000 20,000,000 Bonds 19,000,000 13,000,000 32,500,000 10,000,000 8,000,000 4,750,000 5,250,000 6,500,000 Bonds Bonds the State Mortgage under and Indentures to dated to 60690 First Inc., of Harris as to of of the are the which the which Illinois the July formerly the day (hereinafter to Bonds, Trustee laws Company, Trust be “Original None 30,000,000 None 31,500,000 None None None None 45,000,000 35,000,000 None None as 20,000,000 Amount Principal $19.UXXJ Trustee 1, twenty- of remain _______ issued whose of 1939, have July, and The and the its

Supplemental fulfilled, hereof thereto, determined Company, Sixth under Article Twenty-Seventh Twenty-Siith reserved supplement Twenty-Fifth Twenty-Fourth execution provides and Twenty-First Twenty-Third Twenty-Second additional Twentieth Nineteenth Eighteenth Seventeenth Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture Indenture and “First Series” the for WHEREAS, WHEREAS, WHEREAS, III WHEREAS, Supplemental and and Supplemental Supplemental that to Supplemental Supplemental Supplemental of Supplemental Original Supplemental Mortgage bonds the of of Supplemental Supplemental to the Supplemental pursuant it and an the the Indenture certain the purposes make, under appropriate Original “Bonds execution in Original the Bonds the all the Indenture substitution Bonds, execute to the Company terms conditions Company Company of herein appropriate a Indenture March July February October April January March of February November May February provisions valid, Indenture, the and supplemental and 8Y 2 % any 1, 1, and to 1, Twenty-Seventh 1986 12, 1, provided; 1980 delivery 1982 in 1, 15, for binding be 15, 1987 1, 1, provisions, particular is 1992 1, 1979 and desires deliver the Series 1983 1978 1988 1990 and 1981 designated entitled refundable resolutions of as exercise requirements to hereof the amended; and and Due to by indenture; provide series the at Original as legal this -2- 2022” Series,” of “First have this Bonds, of determined 8-7/8% 9.35% 7.46% 8-1/4% 8-5/8% 9-5/8% 8-1/4% 8-3/4% 15% 6-3/4% Trustee 16.95% Series Due Due Due Due Due Control Due Due Due Due Control Due Control Due the its Twenty-Eighth instrument may and for Series time 2000 2017 2013 1998 2009 2008 2007 1996 1983 1992 1988 been (hereinafter Demand Series powers and Board Mortgage necessary Series Series Series Indenture Pollution Pollution Series Pollution Series respectively); the Series Series Series upon be a to in supplemental creation expressed of by have all compliance and have Directors, the Bonds, respects to and authority called authenticated Supplemental been of make Board and indentures in two 370,000,000 75,000,000 75,000,000 60,000,000 50,000,000 60,000,000 58,500,000 25,000,000 45,000,0(X) 45,000,000 7¼% 35,000,000 “Bonds the indenture duly with done, has and this new conferred of Original duly Series authorized; the Directors provided performed series Twenty-Eighth of and supplemental Indenture provisions resolved the in Due Indenture upon delivered the of Twenty- 370JXX)JXXJ 75,000,000 50,000,000 60,000,000 75,000,000 58,500,000 35,000,000 None 45,000,000 by None None of bonds 1999” form and and and the the to of

waters, or, acquire. or licenses, for boxes, electric, tubes, Company, Company purpose of of by Appendix of Company specifically thereof), Trust conveys, all which Supplemental their supplemental valuable time Trustee secure and others electricity, the any subject reference the and of tenor, issued and Company, drains, water type water Also distribution Bonds Also singular All the the Now, all steam, whatever, to assigns, of considerations, that may A Savings to may or rights and the payment mutual located subjected all purport light, all hereto and rights pumping the and steam, THEREFORE, which, furnaces, is Indenture, thereto hereafter are franchises water singular transmission Company the hereafter to to or made transfers, provisions heat, outstanding Bank, to whether and say: covenants and construct, following which, thereon. under and water, of subject and be to (hereinafter stations, a fiowage the the transmission cold switchboards, acquire, effect, the part the as and issued and at gas acquire, THIS subject the rents, mortgages, gas principal Trustee, underground or of and or lien described to receipt all maintain by hereof herein fixtures caption before Article under and and rights INDENTURE power the permits, regulator distribution these and including real of to including, sometimes to other provisions the the whereof of and contained as of secured, estate, and and the the presents transformers, declare “First,” and or pledges, XII properties if electricity, and provisions Indenture ordinances, to fully SECOND. or any agencies time all apparatus. stations, all THIRD. Original operate WimissEm: of FIRST. its chattels interest systems grants overhead poles, is among certain which other the -3- collectively set the successors grants, of and of sets hereby (in the forth Original Article gas, overhead, of Company for and town of posts, and over Indenture purpose real, insulators, description and used easements, addition Article terms other execution bargains, the light, or water herein, acknowledged, consents, not That, and premium, easements, border in wires, for called on XII sum Indenture, and things, heretofore trust heat, XII surface whatsoever, the ratifies has or the to of in as together of meters, of sells, conditions privileges cables, all is steam the of transmission metering consideration under now the executed surface One cold amended these hereby other if the the and servitudes, “Indenture”) and warrants, any, Original owned which and Dollar or Original for conduits, released property lamps, with the presents, underground properties confirms all or power, and incorporated on upon the stations in and Indenture by rights-of-way, all otherwise it by all duly and order immunities supply aliens, Indenture, of fuses, may and Indenture, improvements the all delivered and from mains, Bonds or described the according and distribution unto paid and heretofore indentures Company leaseholds hereafter any further subject junction premises releases, to systems of the forever, of herein Harris pipes, at by other other itself other and lien the the this any the all the in to to to

thereto. and purpose October and Indentures GSC the domain; Mortgage or and property 1949 Properties thereof; property such Appendix “GSC”) deemed for replacements, or now personal kind nature Company, property, or, acquire. in the City use July subject (c) condition, in Indenture and Mortgage property equity. any release expressly and Also, Also, or Also on of of (ii) 1, to 1, and (including or acquired wheresoever to B real, New used describing released 1967, or 1985 dated July matter include to mixed kind all to maintain all subject (iii) to subject the substitutions or (the the of property of or personal York inventions, upon supplemental 1, which August subject June and in Mortgage all (except property entitled to or provisions 1985 Twenty-Third (i) rights, from “GSC pursuance to be and and property wheresoever constructed or and to 1, located all it the immediately kept 1, to in made 1951, the is and Commerce the identifying betterments, as franchises, preserve Properties”) 1969, at the provisions connection now, patent from and and therein lien law or of mixed thereto provisions July now prior the acquired of July performed Article or Deed alterations of or Supplemental the with some rights basis situated 1, possessed and may this in lien or the (except Trust 1, prior licenses, 1954, (collectively of lien equity, of with herein 1971, the extensions, being keep Indenture other Article XII GSC at and of in and of Trust FOURTH. of Company July any SIXTH. to proceeds the pursuance by now FIFTH. or Article July to, of rights as licenses the by Properties, owned the (a) expressly the easements, covenant the -4- appertaining time authentication between Indenture the XII therein 1, upon, or or GSC 1, identified merger the GSC 1958, Company or created improvements, belonging 1975, Original hereafter of hereafter XII of as by taken of “GSC the Properties of for excepted Trustees July any or The Mortgage or every GSC December fully of the leases of and Original and and agreement herein by Mortgage”) insurance to and Gas 1, the heretofore Indenture, GSC covenants possessed and incorporated to kind of be, exercise in 1961, the established of and and the or Appendix bonds, Service Original referenced, in in The with expressly the additions, (as GSC Indenture, now limited) good contracts) 1, May any Company, the therein on 1977, Chase GSC defined of and all or owned contained which the by Properties thirteen manner Company repair, the 1, any of Indenture, by hereafter B herein or of withdrawal 1963, into September excepted) Properties which power and repairs, National hereto, the all part contained every belonging held it by below), or working the property, Supplemental entitled may September June the described, by to in of (hereinafter are, or or of nature occurring, Company, which reference if renewals Company the the hereafter acquired all any eminent Bank of any, 1, of and 1, and for in to order at 1965, other every GSC 1982 GSC cash real, part the it and the law (b). the all all of 1, in is .

issued hereto IV series purpose any Bonds indentures for Indenture or prior instruments certain hereinabove easements agreements, defined Indenture, existing successors and from property products belonging and reversion other of the of conveyed in the the by lien said under and for AND IN FURTHER equal SUBJECT, To equity, of EXPRESSLY Together in of leases existing reason and and Original lien TRUST, to Article the supplemental and the for and Bonds or coupons and HAVE to issue IT covenants, respectively described the the profits and existing in franchises of streets, Description benefit property by Is which assigns reversions, rights other of Indenture or any the contrary permitted SUBJECT, AND HOWEVER, and NEVERTHELESS, HEREBY I the with proportionate Indenture. EXCEFflNG priority of otherwise issued Original thereof, wise To alleys, the coupons liens the of created than Company and forevei; exceptions all thereto, hereinbefore and under Hou those Original Company notwithstanding. appertaining HOWEVER, COVENANTED, of and in to upon as remainder liens and leases highways, eveiy to and Bonds Indenture. the ANT) undetermined howsoever, follows: of and to all who and the including as as singular, rights-of-way benefit any time all upon be EXCLUDING, said Indenture; and which part defined established aforesaid, now shall of by the exceptions issued particular insofar described rights-of-way of properties, and reservations the the to virtue and estate, ARTICLE and has DECLARED issue, hold this by except the the Twenty-Sixth terms remainders, in thereunder, parcel liens or as and their security Twenty-Eighth HOWEVER, of aforesaid for -5- Article or the right, tenements, sale series by the and may and as which and and any intended transmission real, Bonds thereof. the I. expressed terms and GSC otherwise or AND reservations hereafter title, subject over extensions charges, trusts of I personal negotiation of GSC railroad the or property tolls, Series all AGREED, all Properties and are interest the the any so hereditaments properties in Company present Supplemental also or Mortgage, rents, provided Original Bonds to coupons, if subordinate the or acquire of and and purposes provided thereof, any, be, or distribution to hereinabove them, and by Original thereof, mixed, only Twenty-Seventh and any revenues, all incidental and unto and of claim acquired in Indenture; in or the without the and part are any future over, coupons in and between Section Indenture, the mortgaged, and any or Indenture, to character the terms, whatsoever, concerned, subject provision thereof, line by to upon the Trustee issues, of referred to holders deeds the appurtenances preference reason the construction of them, purposes, 2 lien the conditions, and properties to of any Series. aforesaid set excepted or with and pledged income, existing parties Article and of of of of across to forth, to to, other at other the the the the the the law the be of its as to

holder debts, shall United day preceding to payment interest in date the be registered interest Twenty-Seventh thereof, Twenty-Seventh date paid dated in of be for authenticated Original authentication semiannually July Every (734%) of of provisions and Bonds, Twenty-Sixth Series authenticated any the entitled default authentication dated next cancellation this the any and be in of Twenty-Seventh 1, at payment semiannual thereof as States The shall Original full payable Bond 2022, Supplemental initial shall interest from Bonds preceding of unless 8Y 2 % per SECTION the prior as of Indenture, such at to on such or of, person of the be agency annum the receive be July of respectively, to made on at any authentication the Series at of and interest and of and of such designated except of payment day as defaulted Indenture, America Series Series close the paid the any 1. the of the interest the day 14, the Bonds such such Twenty-Seventh to in shall delivered available of day following the any and Bond agency time Due first if whose interest principal, 1992. Series Indenture. following to of Twenty-Sixth Twenty-Sixth or, that, the shall payment The Bond tenth any interest following in Bond business the date eight of which payment 2022,” days subsequent interest. if as shall and Company all as of bear no name the twenty-sixth notwithstanding shall Bond and “First under person day. upon for due but the respects amended, of the of and shall interest such premium, be payable at date, Twenty-Sixth respectively, payment interest the delivery on such January on be prior interest any The the Company Mortgage date the dated of Series. The and one-half and bear interest or in any Twenty-Sixth such executed, in to or, the Bond time interest transfer be Bonds to whose has secured shall thereon the term the Twenty-Seventh Twenty-Seventh and record and if from interest prior of in subject if the interest payment and Twenty-Sixth The been such of City record any, payment full of such percent in mean Bonds, subject the “record of day twenty-seventh of and July payment payment name the -6- or the authenticated to the Bonds date by on on the tenth the paid of and provisions to, Bond. at exchange January following payment Twenty-Seventh January and Twenty-Sixth the such date the outstanding in Borough date Chicago, Company. 734% the Twenty-Sixth with to such all (8Y 2 %) date” date, interest, or each day of Original close Twenty-Seventh date, all is interest (as of rate made to and Every the Series Series regard Series legal Bond provided, 1, is the the as 1 year, which date, hereinafter thereof such of of of or per of not unless Twenty-Sixth Illinois, 1993, and Twenty-Seventh used series in terms, available terms, business Bonds Indenture Section Manhattan, The tender July Bond payment seven shall and Due interest is to commencing in shall a any annum, interest delivered and in business Series, in registered subsequent which any the however, Bonds of 1 Twenty-Seventh 1999” conditions coin this or conditions of mature which and next of Twenty-Seventh for be in Company Series interest Bonds on 6 for the at date payment the this respectively, Section case shall of has or one-quarter such public and dated and the preceding of the payment, The in day, Twenty-Sixth case Twenty-Sixth that Article currency notwithstanding July Section the January on interest previously accordance such Series tenth Twenty-Seventh to be to “First option payment Bond and City and the shall and if it with the such Twenty-Sixth the date, be Bonds 1, at shall defaulted business day covenants covenants II Mortgage Series as of 1999 the executed, defined) the date private shall shall default shall date regard of 1, payable of record Series percent it of of New next shall of been’ bear 1993. date the time shall the and and with the and the of be, be, the be is of

name interest such interest name of interest the interest the Bond sum corporation in at promises No. State or respect denominations Series numbered registered York, holder such the like governmental payment first of tenth this at this of time coin provided principal Wismiu payment payment at from SECTiON payable SECflON the thereto, may days Kansas to Bond Bond such day, bonds of consecutively rate or pay of as July of be payment the currency is defined unless holder’s and on to of date, that date, January 3. shall is shall 2. (hereinafter RESOURCES, without registered charge 14, interchanged principal seven registered any in (Incorporated at 1992 be or in (FORM be the the The The is FIRST the in Dollars January registered which from if imposed discharged substantially and and coupons legal from same Company such the will Bonds option on hereof, Bonds OF one-quarter MORTGAGE July INc., at the called case WESTERN tender Indenture the be FACE RI tenth in aggregate 1 for the in of first of payable), any of in or date address. a upwards. such under until of as OF connection the shall the “the close corporation each the each day July for in DUE coin the day provided or BOND of denominations defaulted Twenty-Sixth the the Company BOND, is public percent hereinafter the Company,” payment default principal registered 1 year, of RESOURCES, Twenty-Sixth of JULY or other not until Company’s following as OF laws business Bonds January currency .7- a aforesaid ThE with 7¼% and commencing in 1, business maturity, organized (7Y4%) in interest within of the of interest 1999 amounts, TWENTY-SIXTH private the such assigns, of the referred such which SERIES Series, forms, or Indenture on of of obligation the payment per State and will July $1,000 day, interchange. the a shall the defaulted INC. or, may and debts, Twenty-Sixth term without respective annum, on respectively: DUE and January be United Twenty-Seventh the next if to), tenth of be be existing the the and paid hereinafter the Kansas) of SERIES] business with shall paid 1999 and paid for preceding first interest. Company the of day payable charge, Trustee’s States to 1, value to to respect any by include Series under interest the day 1993 next pay the and $__________ check day multiples of except person mentioned. semiannually, of received, person Principal interest the preceding (on Twenty-Seventh to shall America next Certificate the Series July, any in due mailed the date which laws preceding authorized for default in successor in of payment 1999 on thereon shall of hereby whose of whose any $1,000, of which to such such date The and with this the the on the tax in be

mentioned 1992. Attest: Dated: affixed its President, provisions supplemental Savings Indenture, of premium, Borough interest Chicago, name This and The IN This may Bank, of by if Wrn’ss manually Mortgage shall shall attested Bond Illinois, any, provisions Secretary Manhattan, Bond be its thereto, the for paid have and Chairman is shall WHEREOF, all Trustee one or or, by interest and by signed purposes or by of its at check of not The Deed become this facsimile, the Secretary the of be under the on, City option Bond WESThRN IFORM mailed Bonds, the of entitled have this form Trust valid of Board, the and or are Bond of OF New the to of of an the TRUSTEE’S Indenture, or of its RESOURCES, to continued the certificate the same Assistant are July York, President obligatory corporate any holder holder series payable effect 1, benefit provided CERT1FICATEJ 1939 hereof, designated on By______________________________ Hius or endorsed By___________________________ at WESmIU’4 Secretary, Authorized INC. Chairman President as seal and for such at the a and under though the successor has any (or at Chief reverse that TRUST Supplemental holder’s agency the hereon. caused a RESOURCES, purpose, herein, the manually and facsimile Officer of at fully agency Executive Indenture the the hereof, trustee Chief of registered set this described the Board, option SAVINGS until of or forth thereof) Bond Trustee, Indenture Executive Company INC. and the by thereto Officer Harris or of at facsimile. Company address. such to in any this the to be the or under in of Trust Officer continued be indenture Company place. signed within the July a hereto in Vice City and the the 1, in .

mentioned 1992. This Mortgage Bond is one and of Deed the IFORM Bonds, of Trust OF of TRUSTEE’S of the July series -9- 1, CERTIRCATEI 1939 designated By_______ HARRIS Authorized and TRUST Supplemental herein, Officer ANt) described SAVINGS Trustee, indenture B, in the of within- July 1,

alteration if right if aggregate including altered Indenture of any of entitled in the the the by This of called (herein times, in secured. hereby the as supplementa) “Bonds”), and 1939, any, less any the the case respect the Trustee, Indenture, Company Company Company consent to Bond to executed the Indenture or may than security, series Indenture with To made be This called to make one The interest Bonds shaLl in “Indenture”) are principal the issued vote thereto, is bear all the Bond unlimited or or as entitled one for Bonds thereto so and and extent by certain “Bonds and be by series the consent then other more interest amended of affected. or a executed on, an under of made the of the is by description the rights of and IFORM amount a may one permitted affirmative outstanding, the this to an dated Company of Trustee amendments of any action series aggregate but Twenty-Sixth to FIRST vote of which the and at affirmative of Bonds the holders be Bond, which of The OF indenture by by the different less a July issued terms the equally designated Twenty-Sixth of then REVERSE duly by MORTGAGE the (said will the holders of Company WESTERN by, than to Indenture which are the bearers vote 1, principal holders of the Company at outstanding authorized and Harris affect and in indentures 1992 to the Mortgage vote rates affected Bonds Series, supplemental secured a properties all series, of OF DUE as of the are meeting conditions Bonds as (herein or not of has of the provided BOND 60% of (CONTINUED) BOND, and Trust amount, unconditional. and Series”) Indenture, the RESOURCES, JULY not registered the of to to for any reserved terms less by with issue -10- may and in and the and supplemental provide OF all “First each less of various and mortgaged called series 7Y4% a series aggregate 1, than ThE indentures in Bondholders the otherwise Trustee. Mortgage Deed thereto, upon affected of of of of coupons, than 1999 Savings the series Mortgage the the payment Bonds the without 1WENTY-SIXTH owners SERIES consent 80% the of that principal of Indenture, 80% which of right series Company, The Bonds “Supplemental Bonds and INC. principal Trust, and by so the in Bank of vary may supplemental and thereto in DUE of any to such Company of principal affected. also the of the Bonds, Indenture called hereinafter pledged, principal sums, the amend the as be then Deed (herein created as the consent 1999 Company modifications Bonds modification of in SERIESI amount issued Bonds so made principal including rights and the may the outstanding 7¼% amended, of the amount has the amount Indenture”), called No may after Indenture Trust, are, held with thereto or holders specified, mature under and Indenture and of nature also Series (herein modification other of be and the as the of the June the obligations of or or or of reserved dated being modified and provided the reference at Bonds of alterations consent the alteration, Due “Trustee”), and under the are premium, action indenture provided. called all different 1, between without 60% secured Trustee Bonds July Bonds herein to extent issued 1975, 1999” and the the be by the or or in of of in 1, is

with constitution, whether released for assessment either past, supplemental interest conditions with new aggregate denominations Bond presentation Company attorney, Manhattan, due holders Indenture. of holders Indenture the the respect or registered and present or Bonds directly SECUON issue No without This In The on of by of by Bonds payable, on in principal case set a under or recourse every the this The virtue thereto, Bond Bonds The hereof, or statute the majority of at thereto, the penalty forth or will others future, Bonds 4. Bonds an a any of Bond, Indenture City owner the duly City books through is upon of event the be of in such amount; and transferable or shall shall Trust of any The or in against of issued the executed the of of of of same or otherwise, hereof Chicago, the principal being otherwise, like of of time the the this be be New Twenty-Sixth constitution, for Indenture. Bonds provides the Indenture default, the conditions series, to Company, form substantially had all same any any outstanding series, likewise by Company the York, written Company upon by of Illinois, amount for incorporator, the and claim of transferee series all the of that as the to the acceptance incorporators, Act upon series, the such defined payment and registered statute or instrument released Series such the Twenty-Seventh based and payment or in of of of under of same to liability, in extent surrender the any other the declaration 1939, any may or -11- be at are the in or hereon or aggregate of by transferees the following the predecessor Bonds of the kept owner such in rule not manner against of all authorized of necessary the the this whether Indenture like agency stockholders, Indenture, transfer, as the redeemable for and of predecessor or terms charges outstanding. Bond hereof, manner may more Series, law, principal forms, on any principal and that of cancellation in at or in from of the and denominations the exchange and stockholder, may fully or with common certain successor purpose in and shall the be and respectively: Indenture person by Company as prior thereupon directors time be provided exchanged of or amount the Indenture. subject the part occur, the declared or events successor hereof; to effect to of law, at Trustee’s or corporation, enforcement of premium, maturity. director time this the the by in and to the or or in in a but be for provided duly the or new the the and officers any equity, principal agency consideration Bond to waived in corporation, one of may Borough Certificate authorized Indenture. authorized terms qualify or this registered indenture if the or as become any, officer, and of by of Bond, by being in such, more same of any any and the the the the on or all of

provisions Indenture, supplemental Savings of New to of Bond July default of defaulted not January as the until or of of sum corporation 1992 promises State No. the the business payment provided currency payment eight a redemption 1 of York, the will are business of as holder holder The This in WESThRN Bank, and Company’s and aforesaid Kansas be payable to interest shall the shall provided Dollars on provisions of from is in July Bond pay payable), as hereof, one-half at thereto, legal payment such the the day, the for defined have such date, to in the (hereinafter at RESouRcES, shall Indenture will shall tenth all each in Trustee tender the defaulted the obligation (FORM that (Incorporated first at holder’s signed or, any purposes or until percent of be be FIRST of business the agency not in year, day become this if day at paid paid coin the for OF the agency the maturity, be the under the next hereinafter of commencing MORTGAGE FACE registered interest. Bond INC., public called interest with to WESTERN to (8½%) of Indenture or Company entitled have January option form day the the preceding the valid currency OF of the under a respect are and next the person the person or, Company corporation of the BOND DUE due per of Principal Indenture, or or to continued certificate or address. mentioned. if same private BOND, “Company,” Company shall preceding hereinafter the the January obligatory registered any this annum, July to on RESOURCES, of JULY OF such in in 42- the laws Company the THE such effect whose whose default benefit Bond in next 8Y2% debts, of interest 1, payment organized the United on of TWENTY-SEVENTH 1, or endorsed payable 2022 in interest and such preceding as The 1993 assigns, shall for City the name name the referred which SERIES the a in under and though interest premium, successor any payment State the tenth interest States reverse of Borough (on of be INC. to this this semiannually, payment and Chicago, hereon. term such payment on DUE purpose, duly the which pay the to), of fully day, Bond Bond may of existing the Indenture payable Kansas) principal hereof, date date, called interest if 2022 shall trustee America of for SERIESI set unless date first any, be date, is Illinois, is Manhattan, of until of value forth or registered registered include paid under for interest day the and this and on on thereon $___________ if thereto the in shall Harris or which redemption, such at any principal by of received, which the or, Bond interest such Company the any this July, be any check at from January first The tenth on at at in discharged laws under Trust continued the at indenture place. case successor the 2022 like the the on, July the days hereof, City mailed option hereby day of close shall such date until time and coin 1 rate this the the the 14 of or of. is .

mentioned 1992. Attest: Dated: affixed its President, name This and IN by WnNiss manually Mortgage attested Bond Secretary its Chairman is WHEREOF, one or by and by its of Deed facsimile, Secretary the of WESTERN IFORM the Bonds, of Trust Board, and or OF of an TRUSTEE’S of its RESOURCES, the Assistant July President corporate series -13- 1, CERTIFICATE] 1939 designated By____________ I-Liuus By___________________________ Secretary, WJEs1FIu Authorized INC. President Chairman seal and and has (or Chief TRUST Supplemental caused a RESOURCES, manually herein, and facsimile of Officer Executive the Chief this described Board, SAVINGS or thereof) Bond Indenture Trustee, Executive INC. by Officer facsimile. to BANK, in to be the or be of Officer signed within- a July hereto Vice 1, in

right if alteration aggregate or and including any of in Indenture the entitled the of the by This times, (herein secured. of in called hereby the supplemental as and ‘Bonds”), 1939, any, any the altered case the respect the Trustee, Indenture, Company Company if Company consent to Bond to executed less or Indenture the may security, series Indenture To made be This called make to one interest The Bonds shall are in with “Indenture”) principal than the vote issued thereto, is bear unlimited Bond or or as entitled one for Bonds so and thereto and “Bonds extent by certain and be the by all the then other more interest of amended affected. or a executed on, an of under made the of the IFORM is series by consent description the rights of and amount a may permitted one affirmative outstanding, the this to of an dated Company amendments Trustee action any series but aggregate Twenty-Seventh to FIRST vote which the the at and affirmative of OF holders of be Bond 1 which of The indenture by by different less of a Twenty-Seventh Bonds July REVERSE issued terms the designated of equally then by duly MORTGAGE the the will (said the Company of by, WESTERN than which Indenture the to vote bearers 1, holders principal of the Company at outstanding holders and authorized affect are Harris and in indentures 1992 to the vote Mortgage rates Bonds a supplemental OF secured all properties series, of as the are DUE meeting affected conditions Series, Bonds BOND as (herein not or has of the of provided of (CONTINUED) and BOND, Trust of amount, unconditional. Indenture, and the RESOURCES, not registered JULY of the to Series”) any for reserved terms less 60% by OF issue -14- may and and the and supplemental to all “First each with less of various and series mortgaged called ThE 8Yz% a series than 1, provide indentures in in Bondholders Trustee. otherwise thereto, Mortgage Deed upon affected of of of coupons, than 2022 Savings the of the 1WEN1Y-SEVENTh series aggregate Mortgage payment the Bonds without the owners SERIES 80% the of the principal of consent Indenture, 80% which of right series The that Bonds “Supplemental Bonds Company, and INC. Trust, by and so in Bank of vary may supplemental and thereto in DUE of any the Company to such principal of affected. principal the the of Bonds, called hereinafter pledged, principal also sums, the amend the as be then Deed created (herein as the Indenture consent 2022 Company modifications Bonds modification in made Bonds so of principal issued SERIES) including rights and the may outstanding 8Y2% amended, of the the amount amount has the amount Indenture”), No called after Indenture held are, Trust, with or thereto mature specified, and holders Indenture under and also nature may Series (herein modification other of and as the June of the the obligations of of or or or reserved of dated be being and provided the reference at the alterations consent alteration, the of under Due and “Trustee”), the premium, are action indenture provided. modified called all different 1, between without secured 60% Trustee Bonds Bonds Bonds July herein to extent issued 1975, 2022” the the by be or the in of of in is 1,

conditions aggregate with new denominations Bond Manhattan, presentation Company attorney, holders Indenture. of due the transfer to postage Twelve-Month fully case, of certain time Indenture holders Beinning the During If the the 2007 2006 2004 2005 2003 2002 Indenture. or registered and Redeemed set or with to Bonds without Redemption This registered In Such of The moneys the prepaid, register Bonds July time payable, of forth on in principal set case a accrued Period The under the Bond The 1, the majority of Bonds at the redemption forth on will in, others Bonds an a any of Indenture Bonds CIty included of duly City at and books is upon the owners the event the be in interest the such amount; of least transferable Prices of in of issued after Trust executed the Indenture. of same of the Company, of Chicago, the principal like of of time the thirty New in in Indenture. Principal Percentage of Redemption this provides Twenty-Seventh Expressed applicable of default, July the to conditions Indenture series, to the form eveiy the all 101.86 102.24 102.61 same 102.98 such 103.36 103.73% outstanding the series, the York, days written Bonds Company 1, upon trust by Illinois, Amount amount and all redemption of as 2002 Bonds, case transferee series of the that as Price and the a subject to estate, upon to series, the defined payment Act and registered instrument such shall at the not the and of of under same at to the of Series in respective surrender more other to the declaration either may -14(a)- extent be their or be at 1939, date, the in option the of aggregate transferees the the effected Bonds the kept owner in are manner than of authorized addresses conditions the as all all necessaly like Indenture agency Twelve-Month Indenture, transfer, subject Betinnin of a periods as for subject and charges H During sixty outstanding. 2012 2011 2010 2009 2008 whole hereof, manner thereafter may the Redeemed upon more principal that and of cancellation in and days Company, the to in July as of, denominations the from exchange to and set or may with notice fully certain purpose in and redemption Period shall be the 1, the and prior in forth Company person thereupon be exchanged amount time party provided the subject same conditions occur, as given declared to events and below, hereof; more effect of at to or the by shall upon this the at the by time by and in to lot, redemption a but in be fully for any together, provided the duly or the new first and of, principal agency appear Bond the in waived upon Principal Percentage application Redemption to one of may Expressed of time Borough and set authorized terms authorized this registered class Indenture. the qualify the 100.00 100.75 100.37 101.12 101.49% or forth become payment and as Bonds or of on Bond, in by in more same Amount of date, mail, of more as and from each the Price the the the on the in, of all a the of

by upon Company twenty-five which principal (either Twenty-Seventh as Twenty-Seventh Indenture. Trustee form constitution, whether assessment for past, released either supplemental interest the Article the present receipt are may Original directly before SECHON SEcnoN No SECn0N issue on by by shall amount and ready Ill be recourse or Issue million every this virtue by or hereof, statute and thereto, delivered issued penalty or authenticate Indenture or future, 2. the Series 1. 5. Series for Bond, of of after owner Article through of Dollars Trustee One delivery, Bonds and shall thereunder. or any Bonds The or Until against which of in the or to otherwise, hereof hundred otherwise, being the temporary and XVIII be constitution, for the of filing the total Bonds of ($125,000,000), and may of Company, the had this the any any Trustee the likewise by Company the of or be Company Twenty-Sixth deliver, twenty-five Supplemental for incorporator, principal the claim of resolutions, the of Twenty-Sixth all authenticated recording form, the the acceptance incorporators, and such Original or statute released ARTICLE based Twenty-Sixth payment or of as in shall may liability, respectively, amount any provided -15- million any lieu hereof) certificates, or Series hereon Indenture, be or Indenture by execute, predecessor and of such and rule thereof, against II. authenticated of the this whether Dollars stockholders, Twenty-Seventh delivered and of the in to and of or predecessor terms Bond Section or may and Bonds limit principal law, on any Twenty-Seventh as Twenty-Seventh instruments Bonds upon ($125,000,000) or at amended. of the and upon stockholder, forthwith or the hereunder common successor the 9 by Indenture the of by of as directors principal of of the or its Indenture. Article part Series the order the or the and successor request Trustee law, be corporation, enforcement of premium, is Twenty-Sixth Series. Series director Twenty-Sixth opinions and not of for amount II the or or executed in of the in the limited any and officers equity, One consideration corporation, the in writing Company, aggregate or delivered indenture if definitive of required hundred Original as by any, officer, Bonds except by of being such, anc and the any any the or .

Twenty-Fourth Indenture, the charge Supplemental set Twenty-Sixth the such and property owners Company. Least Company of redemption “Redemption forth Section of after maturity. Article forth the Twelfth Twenty-Second lawful thirty mortgaged July in or The SECTION SEcmoN of applicable SECTION SECTION 8 in described Section encumbrance of such shall V authority 1, the the days Company Supplemental date. Article of 2002, and Price” Indenture, granting Seventeenth Supplemental Bonds the cause 1. and 3. 2. 1. property 4 Twenty-Seventh in percentage Original at of Supplemental to Vu! not in the notice That hereby at the Subject mortgage The The Article clauses the thereon more their granting of the option Indenture, is, Bonds the tabulation Supplemental Bonds Indenture, the of Indenture, covenants, Fifteenth addresses than of at I to of Company redemption Original or the hereof, the of clauses the the the of Indenture, Series, affecting sixty of Additional same the Original the the provisions principal actual in the be Supplemental ARTICLE as days ARTICLE the warrants Board together, Twenty-Seventh is Indenture Redemption. of the Thirteenth as Indenture, free redeemable the lawfully Twenty-Sixth this to Twenty-Fifth the provided prior form Indenture, date -16- the same be and Covenants. of Supplemental amount title of given and Twenty-Third Directors in 1V. to of seized of III. clear either Article shall Supplemental thereto the the each Bonds in agrees: Indenture, the at by this the thereof of any Series Eighteenth date appear Series and Supplemental as initial first case, any V Eleventh Supplemental of a of prior time possessed Indenture; of whole of the class the shall, deed are Supplemental on redemption, set with the issue the or to Indenture, Company Twenty-Seventh the not Supplemental mail, forth or from Supplemental the of subject Sixteenth Original accrued transfer of in of Indenture, trust, that redeemable Indenture, all time part, Indenture; postage under the of it to to and the mortgage, Indenture, has interest Indenture, the to Bonds upon Supplemental register the the the time Fourteenth pursuant good, prepaid, the Indenture, mortgaged Indenture, registered provisions Series except and payment prior heading of on to of right lien, that the and the the the the set as at to to

as outstanding, methods: Original time entirety outstanding, including Twenty-Sixth Supplemental an entirety within Trustee SECTION upon 8 5 Indenture Such withdrawn simultaneously Trustee Section pursuant Article SECTION from of Indenture of the Article in Article such six in retirement from the Supplemental gas Indenture. the VII (bb) (aa) pursuant (b) the (a) 3. Original released stated than Thousand release, 3(b) pursuant 2. months to of lien release. event or property of the VII event Section in any VIII of a reduced So the By of By in an the the So with full lien of said less all moneys (2) (1) pursuant the the of to after long Indenture, causing that aggregate the long Original of to the greater Dollars fair year) or 5 of Sections or Bonds in One engineer’s Original Article the Indenture, of Section withdrawal substantially all One-half Nine as Original the pursuant within value as the the said deposited any or beginning the Original any Million to of Original Indenture, ($175,000) date Million City substantially shall principal Article of Bonds 3(d), and VII, Trustee Section Bonds Indenture, three 3(d), certificate Indenture of the to of of the be pursuant Seven one-half and 4(d) the with all Indenture, Dollars Section Indenture, gas Atchison, of months such with 4(d) VII, of effected 5 Twenty-Seventh to amount of -17- as the for the fair of the and properties the purchase Hundred the all stated the less July release, and said required upon Twenty-Sixth each ($9,000,000) Twenty-Sixth to proceeds value of 1 Trustee of after electric 5 Company the of Section of equal in 1, Kansas) the 5 out Article the the in full such Article 1949, Article of amount either or such of Thousand gas the retire Company so of proceeds by properties pursuant year said to redeem the of release; released properties 2 engineer’s any Section VII. Supplemental release; and will, the shall plus and of VIII the one VII gas and Bonds Article (disregarding of moneys Article lesser ending at moneys, Twenty-Seventh One gas bonds, Dollars properties Twenty-Seventh of will, have of or to of or 3(b) any shall pursuant or the Sections the outstanding the properties both Hundred (either certificate of VII at VIII time been of on deposited pursuant have Original Original any ($1,700,000), gas deposited Indenture Article on of the of any or so with to time released 3(d), been properties the such Seventy-Five the date from released, Section so required period Series to Indenture VII or under Indenture Series or following with 4(d) released Original released with Section release, of without time or from of as or such and are 3 the les th this the the are so as by an of to

Indenture, mentioned, deductions Indenture, value property Indenture, additions III Indenture, shall outstanding release The aggregate in Bonds electric properties Original time the of Bonds remain to of the engineer’s (2) For shall (1) SECTION Indenture the Section 5 Indenture bears time properties property additions for of Indenture Use principal Original therein no in no and so in the Amendments Trustee Article to in be outstanding: within an all to released lieu Bonds moneys Notwithstanding of Notwithstanding the be purposes Subdivisions effected 8 (b) aggregate (a) 1. computations the certificate Facsimile of additions Certain of upon referred of not so same so six VII amount Indenture Article total in any pursuant shall ten-sevenths retired So subject released By received months By pursuant an such of in moneys ratio of long of principal principal the be Other causing aggregate the to either not Signatures. required Subsections VIII Ratio of 8 release. authenticated shall shall to withdrawal as to after made and Original to and all subject pursuant the by to the any an deposited Ratios. the of one Sections Bonds (1O/7ths). of in Section the amount amount include the 9 issued provisions the unfunded the of by with provisions aggregate each Bonds of principal or Trustee to the date Indenture Section Trustee Original (e) clause ARTICLE Reservation both to of Amendment pursuant an case respect upon Bonds 3 with of in a 3(d), and and each Section Issuable of of unfunded -18- principal prior excess of all of be such amount principal (a) 3(b) Article pursuant the delivered of (f) the to the Indenture, Bonds Series of 4(d) Section ten-sixths to upon to of V. lien,” of Section Trustee release, purchase the 5 of a of following basis of to Section of Section of the period said and VII prior sixty amount Twenty-Sixth equal Right Property such outstanding then amount Net said contained to 3(a) pursuant definition of of Article (1O/6ths) 5 pursuant percent retire 4 out Section lien. release; Earnings outstanding. subsequent Article net the 2 to to or of 4 methods: of of of of of of Amend of the Additions Article Article redeem Original Article bondable Bonds VII, Article Bonds any to Article in all (60%) immediately 5(a) of of or to fair or VII. the Article Bonds Test. the and moneys “net Twenty-Seventh Sections Article outstanding of VIII to VII value provisions III of VIII bonds, Indenture, of respective III Such the and bondable value Article April each the I so of of of of of proceeds of deposited of XV. of 3(d), retired retirement net prior the the the the the the pursuant 1, of Series the III of 1949, bondable under amounts property Original Original Original as Original 4(d) value Original Original to Article electric of Series as stated of such then with the and the the the the of to of

property mean percent of Indenture value of therein Indenture, mentioned, in VII, required for Original (60%) all property Article the shall computations of the of interest from (iii) shall not or pursuant amortization minimum any excluding excess deducted depreciation franchise revenues (5) (4) (3) purposes (70%)” referred property to Indenture retirement”, the net of shall not IV more and charges net be in additions constitute mortgaged amounts net earnings be profits lieu and deposited The Subsection For (c) may (b) (a) be earnings Subsection where to bondable of than all all fees, provision reduced of to additions deemed of Subsection the clause definition the to made shall consist property of operating as Section shall ten-sevenths subject The transferred as From and fifteen The income they the expenditures of stock purposes properties property shown from contained by be the with (a) balance value (1) in “net amended total other 7 in of appear the for not the paid of and 3 percent an to Company of retirement of property the or of each (b) expenses, respect of earnings depreciation Company on clause subject operating total, of an the other Section amount of debt otherwise taxes Subsection over therefrom. aggregate from of Article remaining (10/7ths). property in the in unfunded clauses term case by for the (15%) said determined Article discount than (a) to by substituting not to books measured the ascertained of repairs 14, Company appropriations, in including pursuant a “net be of the revenues an VII provisions subject (c) property the period total for excess additions clauses of of Section as after unfunded 49- (b) prior ten-sixths I Trustee earnings of of and and the Company (i) the of hereinafter and amount of the the as the net by the subsequent of to to shall (d) amortization all the net lien,” of expense as (1) of Section 4 provided of maintenance, Subsection not the sixty Original or deduction the non-operating Company salaries, Original of in follows: of the words earnings prior and available the be (10/6ths) all computed contained Article dependent an subject lien available the Company character percent ascertained. defined, Original (2) interest or amount 1 lien. “sixty definition of in to Indenture, premium of of rentals, Indenture, of of of this (d) III to Subsection for or April Article Subsection of percent for the the (60%) plant pursuant taxes an in and of of and of an interest, whichever Indenture. Indenture. on income, in the Article unfunded interest”, property total said Company the 1, insurance, of excess amount the and net sinking or (other 1949, XII of the respective “net shall Original (60%)” Section amount property net (a), to further taxable the depreciation (ii) (a) I amount of of bondable Subsection of is the additions, non-operating be provided there prior fund than equal available of net net sixty the greater, the license for 3 deemed deductions computed Indenture, Section excluding of income), bondable earnings accounts charges, amounts lien, Original “seventy Original income, shall percent of to Article value that and cash and and but for the (a) and be 16 to . .

property depreciation operating and paid to are Company Company of amount Section or the extent Company depreciation exceeded period of to pursuant required owned had or foregoing property the earnings there interest, earnings or particular profits or an Section net Five such shall borne basis repairs case been for, operated officers’ may practicable losses by for The or The 16 (t) Hundred have consolidation (e) equal (d) or retirement” may of by additions, or to of depreciation consolidated expense by of available Five losses the after subsections period which be 5 of to other such net Section said and the terms of term and electric the been Article of included, certificate be, Company the by In to No In Article Hundred losses deducting of Company property owners, such Section property estimates the for for Thousand payments case the case on plants accounts. (a) consolidated “minimum capital income “net or for 3 energy, which IV calculation and the the of of property or Company, of fifteen or of and VII interest, the the to during earnings such of filed Article and 3, less merger, such whole Thousand merged retirement” basis this “net the retirement assets available of therefrom Company received the of or Company the property made Dollars gas (b) other property with the extent charge percent the definition acquired shall earnings Original of the calculation or for of depreciation VII shall of an the and with earnings shall of Original actual merged for the such whole corporation net the have or amount for Dollars they property of ($500,000), maintenance is as shall be retirement water for the shall Trustee an -20- the of be (15%) accrued made, earnings the whole plant contained period. interest, Indenture of included as earnings obtained may of the depreciation” amount ascertained use Company with and of have Indenture, another Original have if purchased such equal ($500,000), and or Company net then, not of, such of of available pursuant expenses any for by acquired system of The as depreciation is obtained earnings period, such property in the property have in and the equal of to the the shall other in the acquired shown made, making corporation prior Indenture, Article the which net computing total and the period release Company expenses period for been Company or and to as deem for of within corporation, or expenditures to earnings any to of proceeds computed of Section owned by resale retirement, the then, used such operating as I the and included the the interest, otherwise the plant such of preceding acquired the of shall and proper. if release of computations the first of or property depreciation such aggregate Company available from herein the any in to available engineer’s by other a 3(b) or property such or after Original be of computing fair others day net as property others or depreciation within other net system securities revenues for which included, the plant of excluded of such provided property corporation, shall value earnings reflected of the as losses Article maintenance any for net available such for cost corporation and Indenture, and or the retirement, acquisition or certificate shall particular aforesaid. on had mean pursuant in interest, earnings property interest, after systems the signers of period. rentals the of and to Leased to which excess of III or in in been have such and the the the the the net net the its on an for or no as

but order but to (80%)” Bond on Bonds be persons Company; to Twenty-Sixth actually of whose signature, thereunto Indenture, Twenty-Seventh Chairman percent otherwise any computation described and III, Section IV make Bonds be authenticated, behalf without without and and XII series to any such shall SECTION signature, SECTION wherever In when SECTION as hereof. mean (6) authenticated clause who 1, (10%) such amend Subsection of of of such the notwithstanding in affect of and and case affixed officers may consent any be initially the the the so of and amendments such the used the case (2) Notwithstanding of the also person the signed net 4. Article consent 3. 2. Company any be Twenty-Sixth Original Series such appearing Twenty-Seventh Board, issued net notwithstanding the of may and provisions, net with proper earnings of or any by (b) issued of Subsection earnings principal by The The the All other or shall provisions earnings facsimile, be, XV shall, of attested such or respect the and the President sealed Indenture of Section Company Company by Company officers to computed the other thereof not in Trustee required action after officers the delivered Bonds from the such and said instead provisions of amount have the such tests to by Bonds action (b) Original and or such Series 14 persons Twenty-Seventh the of the time by Article so any and provisions may or its shall reserves reserves of before relieve been Bonds in of therein who required the holders its as of with property delivered provisions of Section initial property by the of Secretary Article Chief to or to be corporate of Company, two be Indenture, bonds the such XV. holders as time, have of manner substitute the such had signed the from shall the the based -21- at of any of Twenty-Sixth Executive and in issuance IV, 1 same officer or the aforesaid bonds not by be signed clauses therein right, or right, said Bonds of be of series the or of one-half the Series or the and provided seal actual executed with on Article ceased although made Section as bonds force one “sixty mentioned sealed requirements subject subject of of net Company, two supplemented, Subsection intially or (1) so of described. (which Officer respect any the manually Section date of earnings as and to signed percent XII of sealed and and Bonds times times in by on series Company. 12 provided at its to be to any Subsections of issued effect of may (2) manual Twenty-Seventh the behalf or appropriate of appropriate to such provisions Assistant such the 12, the such series and the (b) any or of (60%)” one created of Article of another nominal therein be may execution as officer subsection after Bonds by annual as such in Original of sealed the of charges, of or of in though created Subsection shall facsimile Section be the its facsimile for (a), the facsimile) after the II Secretaries Twenty-Sixth other of corporate corporation, pertaining corporate nevertheless date or by shall interest Vice Company be of “eighty Articles initial (b), of Bonds Indenture, officers the facsimile. June Series after but (b) necessary the 16 corporation, of any shall have (c) Presidents person signature (5) of of any shall issuance Original percent shall 1, June of charges action, action, and of Article Article Ill, and whose: of to of cease 1975, by been such such may shall and the this the not ten the (d) be IV or in its 1, of .

per ownership in fully as be in certificate bearing a exhibited Territory, any of hospitalization thereof, bonds by of (ii) acknowledged with (c) signature of holding hereunder centum action centum executed rights the necessary 1975, coupon such its to the consent produced Section a centum have of any Trustee registered person principal the discretion, United to of the (C) to certificate taken Each The (B) a “SECrION of the (60%) (60%) trustee, their and same later one bond to by of or guaranteed make of in foregoing in 6 a in (at amount District executing by meeting any bondholders such order of the shall (iv) registered his pursuant obtaining principal States or Until in genuineness date before the bond force Instruments or or in another this or require such bond behalf), more, the signer any 9. (or secretary, certificate similar principal bonds receive time more to issued Article such of or of (A) registered name categories and any other pursuant amend a by an amendments specified amount bonds to Columbia, any but a Notary bonds the holder, of Anything further in and time bearing certificate instrument bond effect a such or fund in the of public otherwise such person less bank XV. of principal last amount shall administrator respect Article by payable the another as consent written shall consent, to of or Public in or may than or therein as their such proof certificate. the or date be this the a instrumentality bonds the any in funds, a or (3) specified be executed to XV of of trust sign dated resolution of all, Trustee this bonds needed attorneys amount established corporation to Article name or holder of State consent the shall proved the in each the consent shall then bearer, thereof issued series other his Article a or company cases bond same and certificate or Original required be of of holding (iii) series be also serial or consent shall XV by The -22- of by officer other another the witnessed (in of shall in appointed duly presumed where (or by specified and shall (i) bond XV the the to of and by the exchange bonds satisfactory receive any holding United adding of number any whose or the the state, the adopted the consent contained by bonds Indenture, proper United have registry is in authorized in bonds shall a number it holder. bank United the delivered satisfaction series lieu same, then his registered deems or in in in thereto to the States, attorney been by be provisions or outstanding or own such in writing) of effect, so continue of or in States officer outstanding books. to written produced, substitution and the may the numbers to all States, of The the to trust accordance surrendered the further as behalf. to certificate any to the a action instruments be alternative serial person has be that, dealer Section holders take of supplemented, of Trustee Trustee. the of of or contrary municipality consent affected unless of or proved the America, executed the insurance was any hereunder, Trustee) proof as acknowledgements, numbers (2) Subsection at of are Trustee. named in for of 9 such holders of with any shall the may deposited (1) in pension, to securities, may the to by A of such at notwithstanding, and desirable. of exchange read bond State any bondholder be a an the the exhibiting any least be nevertheless, date in thereof, similar company, in meeting in (a) bond) outstanding as of instrument affected (A) and, registered certificate lieu necessary provisions as any Territory any specified or have sixty sixty welfare, thcreof, shall with follows: above of (b) of State if for tenor shall such The held any and the per the the per the or be or or in by be a

behalf stipulations, the or condition, or the omissions, any by the named to and Company, Indenture the bond. respective Original consent in holding respect supplemented connection action, shown recitals percentage for the and the shall not. lieu the action parties holders covenants Original holders right, every binding provisions by of Except or may, SECTION SECTION SECTION SECTION thereof contained Second of be as is Indenture, the the remedy referred term contemplated benefits with the or variations construed, made provided hereto stipulation, with of in of upon Indenture, by promises Company evidence by and as validity and aggregate the all the or and Supplemental filing 4. 3. 2. 1. such or aforesaid, of upon the herein, or and such Bonds agreements agrees of to, exchanged same on condition as this in claim and the bonds.” action written to such The Nothing or The Whenever the to and amended, behalf holder such Subsection shall promise be Supplemental confer by principal respective force sufficiency be and all to insertions, holders under Trustee deemed reference Trustee any agreements such perform of shall included be bond, of notice of contained therefor), Indenture, in and in which and upon, such for the the consent, or this in this or set be Miscellaneous of amount shall upon (B) effect successors the to and this by accepts coupons of with Trustee, action if forth conclusively agreement the the shall, Supplemental recitals Supplemental in or include Indenture. reason any, this sole above, in Supplemental ARTICLE the not in in to same Bonds irrespective all the as shall any and this subject Article of give any taken Supplemental as bonds future and be if the are outstanding •23 Trustee shall, the of and the holder upon may the upon revoke responsible Supplemental apply event to, and exclusive made trusts this Provisions. hereof, binding by successors bonds assigns to the XIII same VI. holders any Indenture, be subject Indenture the coupons the the Supplemental the of of to at any holders Indenture such appropriate by person, herein of terms were a whether holder following its provisions specified and under and Indenture upon the of benefit bond, the action of in as consent principal such outstanding and Company any herein form such Indenture aforesaid, contained expressed and Original of all declared, firm of the the the either which parties, assigns or of taken manner any terms conditions the in bond to Indenture Company, of part Indenture. or or so the serial not set office Subsection make Articles bond corporation, Indenture, for covenants, of far have solely. or by parties by bind forth and contained of (and of any provided, whether under the whatsoever implied, or number as or the such and shall the this consented conditions. herein notation or and in parties it in on any the XII In the hereto, holders same upon concerns any respect Supplemental full party, be (A) behalf general so inure Trustee as bond and conditions, is by of other Indenture, created conclusive and expressed covenant, with amended intended hereto above conform for proof which and of XIII to and and of to issued of of in or than each such such such such and the the the the the on all of or of in of in is is

be the all deemed such same SECTION SECnON counterparts instrument. to be 6. 5. any executed part The This thereof. Titles Supplemental and of the delivered, several Indenture -24- each Articles may as an of be original, this executed Supplemental shall in several constitute Indenture counterparts, but shall one and and not

. .

Robert Stacy Executed, Secretary /errill, attested (CORPORATE Board, name corporate HARRIs Chairman its in WESTERN corporate the F. to J. presence President IN TRUST by be Knott sealed seal WiTNEss RESOURCES, of its mer hereunto fry/4- name the Secretary to AND of: and SEAL) be and Board, HEREOF, to SAVINGS attested delivered affixed, Chief be INC. or President hereunto an Executive Wisniu by and Bi.iic Assistant by its this Secretary affixed, party and instrument RESOURCES, Officer Secretary, Chief hereto and or By: Wnuu -25- or Executive Chief Executive an this to a of all INC., Assistant Vice be the instrument Financial as signed RESOURCES, party of second President Vice Officer the Secretary hereto and day President Officer part, to sealed or and and be INC. of a has for signed year the Vice its by and and caused corporate first its first President, and in Chairman part, above its its sealed behalf, has seal corporate written. and caused of by to and the be its its

(CORPORATE SEAL) HARRIS TRUST AND SAVINGS Bç As Trustee, By:________________________________ R.G. Mason Vice President ATmST. D.G. Donovan Assistant Secretary Executed, sealed and delivered by HARRIS TRUST AND SAVINGS BA.r.nC in the presence of: KEH RCH2D3ON . OSCHA .

officers the officers, and D.G. a Cour’rry STATE on the executed me incorporated Kitchen a CouNrY STATE Notary Notary same the existing execution to Donovan, OF BE OF the day be IN BE and OF Public to and OF ILLINOIS as KANSAS IT WImEss Public such within COOK and IT be under such SHAWNEE who REMEMBERED, and Richard of REMEMBERED, the within of year officers, the ission officers are within instrument Harris existing the act Notary WHEREOF, last same personally and laws and D. OITW’AL Public, above and Trust and T the for Terrill, deed under to of Muzc’uiz that that within of the ) ) be LYAPcJF 4 J the for who Expires State I ) ) ) SS: and written. writing, NOTARY of have SS: SEAL’ on known REGINA the County the State on the of of said are this Savings 7/12/93 instrument act this laws hereunto Western County personally of corporation. to and and and ______ o,-ôL of Illinois, rio me PURLIC Bank, such deed the State and -27- Resources, subscribed to of day State day persons be writing, of who known a aforesaid, State of corporation of said the ] July, of are July, aforesaid, same Kansas, corporation. to duly my and Inc., My personally My 1992, 1992, me personally name August such Commission acknowledged persons Commission a duly to who before Notary corporation before Notary persons and personally be . 4, known organized, are the came who t/,Z?ô affixed 1993 I. me, ‘blié me, personally DEGARMO Public same duly Expires Expires executed to the R.G. the the came duly my me acknowledged incorporated undersigned, execution persons undersigned, Mason official to rrq 1 ’— organized, Steven known be as such such and who seal of to L.

on or Terrill uses instrument me Kitchen incorporated Kitchen a COUNTY STATE Notary purchasers. the to and be OF day IN BE is is OF and purposes such KANSAS Public WimEss Secretary Executive IT and was SHAWNEE and Richard REMEMBERED, officers, year actual within existing therein WHEREOF, last of Vice D. and being said and above Terrill, set under President adequate, that by for forth corporation, ) ) ) I written. SS: me have the on the of and respectively this laws and Western hereunto that County without ______ Chief of the that the 28 and same Resources, subscribed any Financial duly day State the State intent was sworn, of consideration of I July, made aforesaid, Kansas, LDEGARMO’1j Officer to my Inc., did My hinder, 1992, name August and each Commission a and who corporation before given Notary personally and of delay, say 4, that are and affixed that 1993 in me, personally or the Public good for the Expires defraud the said came duly my the said faith, undersigned 1 official Richard organized., foregoing Steven Steven known creditors for seal the D. L. L. to .

Electric South North 18 minutes degree BEGINNING Township 18 the A Thirty to Section seven One Substation tract minutes State minutes South (1) Line 01 and (S 47 of Twelve East of acre degree 30) 6 land 30 minutes 84.6 one-half Kansas East West South, Site in 25.3 acres acres at in TWENTY-EIGHTH feet (12), the 84.6 the 47 along a feet; described Range West, of LOCATED of one Southeast West (7Y2) minutes Southeast Township feet the the DESCRIPTION the thence acre Harris PARCELS of 50.0 acres, Southwest 20 along Southwest South the Western ATCHISON tract as East East, corner feet corner IN Dated North Six Northeast Trust follows: to said APPENDIX line in of THE SUPPLEMENTAL wit: (6), along along OF Quarter FIRST the of the North Quarter Resources, .IuIy and of 30 to OF A-I to Range the REAL STATE So The Southeast said 6th COUNTY the degrees said corner the Savings 1, PROPERTIES following line P.M., of Northwest One 1992 West A of East West ESTATE Twenty the OF to Inc. the of 48 Acre described Bank corner line the Northeast said line KANSAS line; Northeast INDENTURE tract minutes (20) East tract; of tract; Quarter of thence of of said EXCEPT said real the line as thence thence Quarter East, Quarter tract; follows: tract Northwest property South of (NWY4) to said North South thence that to (SWY 4 a 89 of tract; point the of consisting part degrees Section 89 89 Quarter the North place NE¼) degrees degrees on deeded thence South the 12, of 01 18 of of of

Electric southerly Lots along of 30 more Northwest East, degrees BEGINNING West, 6th A ALSO Quarter North above West of Northeast of minutes BEGINNING A East, P.M., beginning. as Southeast Quarter highway, (6), Substation tract the tract acres follows: the said P.M., Range 2, 164.6 or 50.0 line said described 17.6 One contains 89 Northeast EXCEPT 3, of Northwest of of less. East, 18 of (SWY4) 5 degrees and described 4, land corner to Quarter feet East Quarter the feet feet feet; The Acre land Twenty Site the minutes 5 the the to at Northeast and at along in 20,930 along Southwest of line above thence as of a in the tract South thereof, the Quarter the Northwest 18 said point Section; 6, follows: the Quarter of (20), the as to minutes Southwest the East, Northwest Block the Northeast in square contains said follows: Northeast lots. the South line, Northwest on West Quarter the consisting ALSO North of Quarter place thence 84.6 South the 11 of Quarter to Southeast West Section feet, 30 line RILEY 25,439 of corner West the said Quarter line EXCEPT feet corner degrees of of Quarter 30 the South of along more of Quarter of South beginning. Section Northwest of line of 12, acres; said along A-2 City square the COUNTY of seven corner said thereof; the of 01 or said said Township 48 of Northeast Quarter (NE¼) that 30 of the degree less. 12, thence the said South minutes tract; of and South feet, tract; Ogden, Acres of part South Township Quarter the One The thence one-half North said of thence more Thirty Section; 47 thence deeded North 6 line South West, Section of above Acre Quarter 30 South, minutes Riley Northwest the to acres or of line North 6 (S South acres, tract 01 North 30 the less, to to the South, contains thence County, Southwest 30) Twelve Range to a degree section; State of East, Acres place South 89 point in exclusive 03 acres the the except 00 Quarter Range the South degrees of degrees 50.0 degrees Southwest 20 (12), of 8,081 Kansas East of on 47 30 Kansas Southeast of thence beginning. Quarter East one the feet the minutes Acres; the 20 of 89 Township of line square 30 34 the East 42 acre degrees North Southwest LESS of the along Southwest described South minutes minutes minutes Quarter of existing the thence corner of South of in West feet, said The said line the the the 6th the Six 89 18 .



	Exact name of registrant as specified in its charter,
Commission	state of incorporation, address of principal	I.R.S. Employer
File Number	executive offices and telephone number	Identification Number

001-38515	EVERGY, INC.	82-2733395
	(a Missouri Corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200

001-03523	WESTAR ENERGY, INC.	48-0290150
	(a Kansas Corporation)
	818 South Kansas Avenue
	Topeka, Kansas 66612
	(785) 575-6300

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(a Missouri Corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200



Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is registered on the New York Stock Exchange:

Registrant		Title of each class
Evergy, Inc.		Common Stock, without par value

Securities registered pursuant to Section 12(g) of the Act: Westar Energy, Inc. Common Stock $0.01 par value and Kansas City Power & Light Company Common Stock without par value.



TABLE OF CONTENTS
		Page Number
	Cautionary Statements Regarding Certain Forward-Looking Information	3
	Glossary of Terms	4

PART I
Item 1.	Business	6
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	23
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	29
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	149
Item 9A.	Controls and Procedures	149
Item 9B.	Other Information	152
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	152
Item 11.	Executive Compensation	152
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	153
Item 13.	Certain Relationships and Related Transactions, and Director Independence	154
Item 14.	Principal Accounting Fees and Services	154
PART IV
Item 15.	Exhibits and Financial Statement Schedules	155

	Signatures	174



Abbreviation or Acronym		Definition

AEP		American Electric Power Company, Inc.
AFUDC		Allowance for Funds Used During Construction
Amended Merger Agreement		Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Westar Energy, Monarch Energy Holding, Inc. and King Energy, Inc.
AMT		Alternative Minimum Tax
ARO		Asset Retirement Obligation
ASC		Accounting Standards Codification
ASR		Accelerated share repurchase
ASU		Accounting Standards Update
CCRs		Coal combustion residuals
CAA		Clean Air Act Amendments of 1990
CO ₂		Carbon dioxide
COLI		Corporate-owned life insurance
CPP		Clean Power Plan
CWA		Clean Water Act
DOE		Department of Energy
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings per common share
ERISA		Employee Retirement Income Security Act of 1974, as amended
Evergy		Evergy, Inc. and its consolidated subsidiaries
Evergy Board		Evergy Board of Directors
Evergy Companies		Evergy, Westar Energy, and KCP&L, collectively, which are individual registrants within the Evergy consolidated group
Exchange Act		The Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
FERC		The Federal Energy Regulatory Commission
FMBs		First mortgage bonds
GAAP		Generally Accepted Accounting Principles
GHG		Greenhouse gas
GMO		KCP&L Greater Missouri Operations Company, a wholly-owned subsidiary of Evergy
GPETHC		GPE Transmission Holding Company LLC, a wholly-owned subsidiary of Evergy
Great Plains Energy		Great Plains Energy Incorporated
KCC		State Corporation Commission of the State of Kansas
KCP&L		Kansas City Power & Light Company, a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
KDHE		Kansas Department of Health & Environment
KGE		Kansas Gas and Electric Company, a wholly-owned subsidiary of Westar Energy
King Energy		King Energy, Inc., a wholly-owned subsidiary of Evergy
kWh		Kilowatt hour



Abbreviation or Acronym		Definition

LTISA		Long-Term Incentive and Share Award plan
MEEIA		Missouri Energy Efficiency Investment Act
MMBtu		Millions of British thermal units
Monarch Energy		Monarch Energy Holding, Inc.
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NAAQs		National Ambient Air Quality Standards
NAV		Net Asset Value
NO ₂		Nitrogen dioxide
NRC		Nuclear Regulatory Commission
PISA		Plant-in service accounting
PM		Particulate matter
Prairie Wind		Prairie Wind Transmission, LLC, 50% owned by Westar Energy
RSU		Restricted share unit
RTO		Regional transmission organization
SEC		Securities and Exchange Commission
SO ₂		Sulfur dioxide
SPP		Southwest Power Pool, Inc.
TCJA		Tax Cuts and Jobs Act
TCR		Transmission Congestion Rights
TFR		Transmission formula rate
Transource		Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
WACC		Weighted average cost of capital
VIE		Variable interest entity
Westar Energy		Westar Energy, Inc., a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
WIIN		Water Infrastructure Improvements for the Nation
Wolf Creek		Wolf Creek Generating Station
WOTUS		Waters of the United States


•	Westar Energy is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Westar Energy has one active wholly-owned subsidiary with significant operations, Kansas Gas and Electric Company (KGE).


•	KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas.


•	GPE Transmission Holding Company, LLC (GPETHC) owns 13.5% of Transource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a subsidiary of American Electric Power Company, Inc. (AEP). Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method.



	2018	2017	2016
Residential	37%	32%	33%
Commercial	32%	28%	29%
Industrial	12%	16%	16%
Wholesale	10%	12%	12%
Transmission	7%	11%	9%
Other	2%	1%	1%
Total	100%	100%	100%



	Regulator	Allowed Return on Equity	Rate-Making Equity Ratio	Effective Date
Westar Energy	KCC	9.3%	51.46%	September 2018
KCP&L Kansas	KCC	9.3%	49.09%	December 2018
KCP&L Missouri	MPSC	(a)	(a)	December 2018
GMO	MPSC	(a)	(a)	December 2018



Fuel Type	Estimated MW Capacity	Percent of Total Capacity
Coal	5,890	40	%
Natural gas and oil	3,991	27
Wind ^(a)	3,442	24
Uranium	1,104	8
Solar, landfill gas and hydroelectric ^(b)	75	1
Total capacity	14,502	100	%



			Fuel cost in cents per
	Fuel Mix ^(a)		net kWh delivered
	Actual		Actual
Fuel	2018		2018
Coal	55	%	$2.13
Wind, hydroelectric, landfill gas and solar ^(b)	23		0.01
Uranium	17		0.61
Natural gas and oil	5		3.81
Total	100	%	$1.78
^(a) Fuel mix based on percent of net MWhs generated by owned resources and delivered under purchased power agreements.
^(b) Fuel cost in cents per net kWh delivered does not include purchased power costs associated with renewable purchased power agreements. The actual 2018 fuel and purchased power cost in cents per net kWh delivered for wind, hydroelectric, landfill gas and solar was $2.87.


•	collaborating with regulators to offer customers the opportunity to procure electricity produced with renewable resources; and



Name	Age	Current Position(s)	Year First Assumed an Officer Position*
Terry Bassham ^(a)	58	President and Chief Executive Officer	2005
Kevin E. Bryant ^(b)	43	Executive Vice President and Chief Operating Officer	2006
Gregory A. Greenwood ^(c)	53	Executive Vice President, Strategy and Chief Administrative Officer	2003
Anthony D. Somma ^(d)	55	Executive Vice President and Chief Financial Officer	2006
Jerl L. Banning ^(e)	57	Senior Vice President and Chief People Officer	2010
Heather A. Humphrey ^(f)	48	Senior Vice President, General Counsel and Corporate Secretary	2010
Charles A. Caisley ^(g)	45	Senior Vice President, Marketing and Public Affairs and Chief Customer Officer	2011
Steven P. Busser ^(h)	50	Vice President - Risk Management and Controller	2014


*	Denotes the year in which the individual first assumed an officer position with any of Great Plains Energy, Westar Energy, KCP&L, KGE or GMO.


•	developing renewable energy facilities;


•	investing in customer energy efficiency programs.


•	general market and economic conditions;



						Unit Capability (MW) By Owner ^(a)
Station	Unit No.		Location	Year Completed	Fuel	Westar Energy	KCP&L	GMO	Total Company Generation	Renewable Purchased Power		Total Generation and Renewable Purchased Power
Renewable Generation:
Central Plains			Kansas	2009	Wind	99	—	—	99	—		99
Flat Ridge			Kansas	2009	Wind	50	—	—	50	50	(e)	100
Western Plains			Kansas	2017	Wind	281	—	—	281	—		281
Meridian Way			Kansas	2008	Wind	—	—	—	—	96	(e)	96
Ironwood			Kansas	2012	Wind	—	—	—	—	168	(e)	168
Post Rock			Kansas	2012	Wind	—	—	—	—	201	(e)	201
Cedar Bluff			Kansas	2015	Wind	—	—	—	—	199	(e)	199
Kay Wind			Oklahoma	2015	Wind	—	—	—	—	200	(e)	200
Ninnescah			Kansas	2016	Wind	—	—	—	—	208	(e)	208
Kingman 1			Kansas	2016	Wind	—	—	—	—	103	(e)	103
Kingman 2			Kansas	2016	Wind	—	—	—	—	103	(e)	103
Rolling Meadows			Kansas	2010	Landfill Gas	—	—	—	—	6	(e)	6
Hutch Solar			Kansas	2017	Solar	—	—	—	—	1	(e)	1
Cimarron II			Kansas	2012	Wind	—	—	—	—	131	(f)	131
Spearville 1			Kansas	2006	Wind	—	101	—	101	—		101
Spearville 2			Kansas	2010	Wind	—	48	—	48	—		48
Spearville 3			Kansas	2012	Wind	—	—	—	—	101	(f)	101
Gray County			Kansas	2001	Wind	—	—	—	—	110	(g)	110
Ensign			Kansas	2012	Wind	—	—	—	—	99	(g)	99
Waverly			Kansas	2016	Wind	—	—	—	—	200	(f)	200
Slate Creek			Kansas	2015	Wind	—	—	—	—	150	(f)	150
Rock Creek			Missouri	2017	Wind	—	—	—	—	300	(h)	300
Osborn			Missouri	2016	Wind	—	—	—	—	201	(h)	201
Pratt			Kansas	2018	Wind	—	—	—	—	243	(h)	243
CNPPID (NE) - Hydro			Nebraska	1941	Hydro	—	—	—	—	66	(f)	66
St Joseph Landfill			Missouri	2012	Landfill Gas	—	—	2	2	—		2
Nuclear:
Wolf Creek	1	(b)	Kansas	1985	Uranium	552	552	—	1,104	—		1,104
Coal:
Jeffrey Energy Center			Kansas
Steam Turbines	1-3	(b)(i)		1978, 1980 &1983	Coal	2,012	—	175	2,187	—		2,187


(g)	Mr. Caisley was appointed Senior Vice President, Marketing and Public Affairs and Chief Customer Officer of Evergy, Inc. in June 2018. Mr. Caisley served as Vice President - Marketing and Public Affairs of Great Plains Energy, KCP&L and GMO (2011-2018). He was Senior Director of Public Affairs (2008-2011) and Director of Governmental Affairs of KCP&L (2007-2008).


•	the ability to efficiently and effectively combine operations of the merged companies;


•	higher than expected costs required to achieve the anticipated benefits of the merger.



Issuer Purchases of Equity Securities
Month	Total Number of Shares (or Units) Purchased ^(a)	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs ^(a)
October 1 - 31	1,341,183	^(b)	1,341,183	51,763,744
November 1 - 30	1,228,939	^(c)	1,228,939	50,534,805
December 1 - 31	6,903,355	^(d)	6,903,168	43,631,637
Total	9,473,477		9,473,290	43,631,637



Year Ended December 31	2018 ^(a)		2017		2016		2015		2014
Evergy	(dollars in millions except per share amounts)
Operating revenues	$	4,276	$	2,571	$	2,562	$	2,459	$	2,602
Net income	$	546	$	337	$	361	$	302	$	322
Net income attributable to Evergy, Inc.	$	536	$	324	$	347	$	292	$	313
Basic earnings per common share	$	2.50	$	2.27	$	2.43	$	2.11	$	2.40
Diluted earnings per common share	$	2.50	$	2.27	$	2.43	$	2.09	$	2.35
Total assets at year end	$	25,598	$	11,624	$	11,487	$	10,706	$	10,289
Total long-term obligations at year end ^(b)	$	7,472	$	3,846	$	3,699	$	3,379	$	3,433
Cash dividends per common share	$	1.735	$	1.60	$	1.52	$	1.44	$	1.40
Westar Energy
Operating revenues	$	2,615	$	2,571	$	2,562	$	2,459	$	2,602
Net income	$	349	$	337	$	361	$	302	$	322
Net income attributable to Westar Energy, Inc.	$	339	$	324	$	347	$	292	$	313
Total assets at year end	$	11,817	$	11,624	$	11,487	$	10,706	$	10,289
Total long-term obligations at year end ^(b)	$	3,817	$	3,846	$	3,699	$	3,379	$	3,433
KCP&L
Operating revenues	$	1,823	$	1,891	$	1,875	$	1,714	$	1,731
Net income	$	163	$	180	$	225	$	153	$	162
Total assets at year end	$	8,121	$	8,124	$	8,058	$	7,815	$	7,495
Total long-term obligations at year end ^(b)	$	2,532	$	2,582	$	2,565	$	2,563	$	2,297


•	GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.


•	GPETHC owns 13.5% of Transource with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a subsidiary of AEP. Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method.


•	the realization of a total of approximately $550 million of potential net savings from 2018 through 2022 resulting from synergies that are expected to be created as a result of the merger;


•	the repurchase of approximately 60 million outstanding shares of Evergy common stock by mid-2020;


•	anticipated rate base investment of approximately $6 billion from 2018 through 2022;


•	the continued growth of Evergy's renewable energy portfolio as the Evergy Companies retire older and less efficient fossil fuel plants; and


•	implementation of the rate orders received by the KCC and MPSC in 2018.



	2018		2017		Change
	(millions, except per share amounts)
Net income attributable to Evergy, Inc.	$	535.8	$	323.9	$	211.9
Earnings per common share, diluted	2.50		2.27		0.23



				Impact on				Impact on
				Projected				2019
	Change in			Benefit				Pension
Actuarial assumption	Assumption			Obligation				Expense
				(millions)
Discount rate	0.5	%	increase		$	(173.9	)		$	(19.0	)
Rate of return on plan assets	0.5	%	increase		—				(8.1		)
Rate of compensation	0.5	%	increase		40.5				8.5
Discount rate	0.5	%	decrease		197.3				21.3
Rate of return on plan assets	0.5	%	decrease		—				8.1
Rate of compensation	0.5	%	decrease		(36.4		)		(7.7		)



Utility Gross Margin	2018			Change			2017			Change			2016
Retail revenues	(millions)
Residential	$	1,578.8		$	777.5		$	801.3		$	(23.9	)	$	825.2
Commercial	1,356.4			644.7			711.7			(16.9		)	728.6
Industrial	527.8			114.9			412.9			7.1			405.8
Other retail revenues	30.6			7.8			22.8			0.8			22.0
Total electric retail	3,493.6			1,544.9			1,948.7			(32.9		)	1,981.6
Wholesale revenues	404.4			73.2			331.2			14.9			316.3
Transmission revenues	308.1			23.3			284.8			26.1			258.7
Other revenues	69.8			63.5			6.3			0.8			5.5
Operating revenues	4,275.9			1,704.9			2,571.0			8.9			2,562.1
Fuel and purchased power	(1,078.7		)	(537.2		)	(541.5		)	(32.0		)	(509.5		)
SPP network transmission costs	(259.9		)	(12.0		)	(247.9		)	(15.1		)	(232.8		)
Utility gross margin ^(a)	$	2,937.3		$	1,155.7		$	1,781.6		$	(38.2	)	$	1,819.8
^(a) Utility gross margin is a non-GAAP financial measure. See explanation of utility gross margin above.



MWh Sales	2018	Change	2017	Change		2016
Retail MWh Sales	(thousands)
Residential	12,478	6,315	6,163	(271	)	6,434
Commercial	14,129	6,761	7,368	(176	)	7,544
Industrial	7,426	1,737	5,689	190		5,499
Other retail revenues	110	37	73	(4	)	77
Total electric retail	34,143	14,850	19,293	(261	)	19,554
Wholesale revenues	13,811	3,465	10,346	2,047		8,299
Operating revenues	47,954	18,315	29,639	1,786		27,853


•	an $1,181.5 million increase due to the inclusion of KCP&L's and GMO's utility gross margin beginning in June 2018; and


•	a $75.0 million increase primarily due to higher Westar Energy retail sales driven by warmer spring and summer weather and colder winter weather. For 2018 compared to 2017 , cooling degree days increased 31% and heating degree days increased 23%; partially offset by


•	a $69.8 million provision for rate refund recorded at Westar Energy for the change in the corporate income tax rate caused by the passage of the TCJA. See Note 19 to the consolidated financial statements for additional information; and


•	a $31.0 million reduction in revenue recorded at Westar Energy for one-time and annual bill credits as a result of conditions in the KCC merger order. See Note 2 to the consolidated financial statements for additional information.