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Document Preview First Supplemental Indenture |
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Title: |
First Supplemental Indenture |
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Entities: |
BMO Nesbitt Burns Corp.; Cede & Co.; Utilicorp Canada Finance Corp; Bank of New York |
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Date: |
2001 |
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Size: |
Preview shows 8KB of 64KB total |
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Price: |
$37 |
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ID: |
#1840415 |
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UTILICORP CANADA FINANCE CORPORATION
as Issuer
UTILICORP UNITED INC.
as Guarantor
and
BANK ONE TRUST COMPANY, N.A.
as Trustee
---------------------
7.75% Senior Notes due 2011
---------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 20, 2001
---------------------
===============================================================================
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
ARTICLE ONE DEFINITIONS.....................................................2
ARTICLE TWO TERMS AND ISSUANCE OF THE SENIOR NOTES..........................3
Section 201. Issue of Senior Notes.................................3
Section 202. Form of Senior Notes; Incorporation of Terms..........3
Section 203. Execution and Authentication..........................3
Section 204. Place of Payment......................................4
Section 205. Limitation on Issuance of Mortgage Bonds..............4
Section 206. Legend................................................4
ARTICLE THREE MISCELLANEOUS.................................................5
Section 301. Execution of Supplemental Indenture...................5
Section 302. Conflict With Trust Indenture Act.....................6
Section 303. Effect of Headings....................................6
Section 304. Successors and Assigns................................6
Section 305. Separability Clause...................................6
Section 306. Benefits of First Supplemental Indenture..............6
Section 307. Governing Law.........................................6
Section 308. Execution and Counterparts............................6
EXHIBIT A..................................................................A-1
EXHIBIT B..................................................................B-1
{/Table}
{Page}
FIRST SUPPLEMENTAL INDENTURE, dated as of June 20, 2001 (herein called
the "First Supplemental Indenture"), among UTILICORP CANADA FINANCE CORPORATION,
an unlimited company duly organized and existing under the laws of the Province
of Nova Scotia (the "Issuer"), UTILICORP UNITED INC., a corporation duly
organized and existing under the laws of the State of Delaware (the
"Guarantor"), and BANK ONE TRUST COMPANY, N.A., a national banking association
duly organized and existing under the laws of the United States, as Trustee
under the Original Indenture referred to below (the "Trustee").
WITNESSETH:
WHEREAS, the Issuer and the Guarantor have executed and delivered to
the Trustee an Indenture, dated as of June 20, 2001 (the "Original Indenture,"
and together with the First Supplemental Indenture, the "INDENTURE"), to provide
for the issuance from time to time of certain unsecured senior notes of the
Issuer guaranteed by the Guarantor (the "Securities"), the form and terms of
which are to be established as set forth in Sections 201 and 301 of the Original
Indenture; and
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Issuer, the Guarantor and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form or terms of the Securities of any series as permitted in
Sections 201 and 301 of the Original Indenture; and
WHEREAS, the Issuer and the Guarantor desire to create a series of the
Securities in an initial aggregate principal amount of US$200,000,000 to be
designated the "7.75% Senior Notes due 2011", and all action on the part of the
Issuer and the Guarantor necessary to authorize the issuance of the Senior Notes
(as defined below) under the Original Indenture and this First Supplemental
Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Senior Notes when
executed by the Issuer and the Guarantor and completed, authenticated and
delivered by the Trustee as in the Original Indenture and this First
Supplemental Indenture provided, the valid and binding obligations of the Issuer
and the Guarantor and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have been done and
performed; and
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Issuer, the Guarantor and the Trustee may enter into indentures
supplemental to the Original Indenture to, among other things, add to the
covenants of the Issuer and Guarantor for the benefit of the Holders of all or
any series of Securities; and
WHEREAS, the Issuer and Guarantor desire to limit the issuance of
mortgage bonds by the Guarantor as set forth in Section 204 of this First
Supplemental Indenture for the benefit of the Holders of the Senior Notes;
{Page}
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, the Issuer and the Guarantor
covenant and agree with the Trustee, for the equal benefit of Holders of the
Senior Notes, as follows:
ARTICLE ONE
DEFINITIONS
Except to the extent such terms are otherwise defined in the First
Supplemental Indenture or the context clearly requires otherwise, all terms used
in this First Supplemental Indenture which are defined in the Original Indenture
or the form of Initial Note or Exchange Note attached as EXHIBITS A and B,
respectively have the meanings assigned to them therein.
As used in this First Supplemental Indenture, the following terms have
the following meanings:
"EXCHANGE NOTES" means the 7.75% Senior Notes due 2011 to be issued
pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to the Registration Rights Agreement.
"INITIAL NOTES" means the 7.75% Senior Notes due 2011 to be issued
under this First Supplemental Indenture on or about the date of this First
Supplemental Indenture.
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