FIFTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2017 Between GREAT PLAINS ENERGY INCORPORATED, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Creating Series of Notes to Be Designated As: 2.50% Notes Due 2020 3.15% Notes Due 2022 3.90% Notes Due 2027 4.85% Notes Due 2047 (March 9th, 2017)
THIS FIFTH SUPPLEMENTAL INDENTURE (the Supplemental Indenture), dated as of March 9, 2017, between GREAT PLAINS ENERGY INCORPORATED, a Missouri corporation (Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (successor to BNY Midwest Trust Company), as Trustee (Trustee).
CERTIFICATE OF DESIGNATIONS OF 7.00% SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK, WITHOUT PAR VALUE, OF GREAT PLAINS ENERGY INCORPORATED Pursuant to Section 351.180 of the General and Business Corporation Law of Missouri (October 3rd, 2016)
Great Plains Energy Incorporated, a Missouri corporation (the Corporation), hereby certifies that, pursuant to the provisions of Section 351.180 of the General and Business Corporation Law of the Missouri, (a) on August 1, 2016, the Board of Directors of the Corporation (the Board of Directors), pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended, (as such may be amended, modified or restated from time to time, the Charter), appointed a special committee (the Special Committee) and authorized the Special Committee to determine the voting powers, designations, preferences, rights and qualifications, limitations or restrictions and all other terms of the issuance of a series of Preference Stock of the Company, without par value; and (b) on September 27, 2016, the Special Committee adopted the resolution set forth immediately below, which resolution is now, and at all times since its date of adoption, has been in full
$125,000,000 3.49% Senior Notes, Series A, Due August 15, 2025 (August 19th, 2013)
KCP&L Greater Missouri Operations Company, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the Purchasers as follows: