THIS SUPPLEMENTAL INDENTURE NO. 2 (this Supplemental Indenture), dated as of March 1, 2019, is between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation (Company), and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a corporation organized under the laws of the State of New York authorized to conduct a banking business, as Trustee (Trustee).
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 2002 (the Original Indenture and, as previously amended and supplemented, the Indenture), providing for the issuance from time to time of one or more series of the Companys Securities;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Supplemental Indenture No. 1 dated as of November 15, 2005 (the Supplemental Indenture No. 1) providing for the issuance of $250,000,000 in aggregate principal amount of the Companys 6.05% Senior Notes due 2035, Series B (the 2035 Notes);
WHEREAS, Section 10.01(b) of the Original Indenture provides that the Company and the Trustee may enter into an indentures supplemental thereto to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the protection of the holders of the Securities of all or any series as the Companys Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities of such series;
WHEREAS, the Company intends to execute and deliver that certain Sixteenth Supplemental Indenture, dated as of March 1, 2019 (the Sixteenth Supplemental Mortgage Indenture) to the General Mortgage Indenture and Deed of Trust, dated as of December 1, 1986, between the Company and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as trustee (the Mortgage Bond Trustee) (such Indenture, as previously and hereinafter supplemented, the Mortgage Indenture), pursuant to which the Company intends to issue general mortgage bonds thereunder secured by a lien on certain property of the Company as so provided in the Mortgage Indenture (the Mortgaged Property);
WHEREAS, the Company desires to amend the Supplemental Indenture No. 1 and the 2035 Notes to set forth the terms upon which the Company shall issue such mortgage bonds to the Trustee for the benefit of the holders of the 2035 Notes (the Secured Notes) as collateral security for the payment of the Secured Notes;
WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the Company and the Trustee for the equal and ratable benefit of the holders of the Secured Notes and for the benefit of the Trustee as follows: