EXHIBIT 4.01
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LACLEDE GAS COMPANY
TO
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
TRUSTEE
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TWENTY-THIRD SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 15, 1997
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FIRST MORTGAGE BONDS
6 1/2% SERIES DUE OCTOBER 15, 2012
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TABLE OF CONTENTS
PAGE
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Parties................................................................... 1
Recitals.................................................................. 1
Previous Indentures.................................................... 1
Identity of the Company................................................ 7
Identity of Trustee.................................................... 7
Outstanding Bonds...................................................... 7
Form of Fully Registered Bond.......................................... 7
Form of Trustee's Certificate of Authentication Compliance with legal
requirements.......................................................... 10
Granting Clause........................................................... 10
Exception Clause.......................................................... 11
Habendum Clause........................................................... 11
Exceptions, Reservations, etc. ........................................... 11
Grant in trust............................................................ 11
Covenant Clause........................................................... 12
Article I
Definitions
Section 1.1 Terms defined by reference.................................. 12
Section 1.2 Trustee..................................................... 12
Section 1.3 Original Indenture.......................................... 12
Section 1.4 First Supplemental Indenture................................ 12
Section 1.5 Second Supplemental Indenture............................... 12
Section 1.6 Third Supplemental Indenture................................ 12
Section 1.7 Fourth Supplemental Indenture............................... 12
Section 1.8 Fifth Supplemental Indenture................................ 12
Section 1.9 Sixth Supplemental Indenture................................ 12
Section 1.10 Seventh Supplemental Indenture.............................. 12
Section 1.11 Eighth Supplemental Indenture............................... 12
Section 1.12 Ninth Supplemental Indenture................................ 12
Section 1.13 Tenth Supplemental Indenture................................ 12
Section 1.14 Eleventh Supplemental Indenture............................. 12
Section 1.15 Twelfth Supplemental Indenture.............................. 12
Section 1.16 Thirteenth Supplemental Indenture........................... 13
Section 1.17 Fourteenth Supplemental Indenture........................... 13
Section 1.18 Fifteenth Supplemental Indenture............................ 13
Section 1.19 Sixteenth Supplemental Indenture............................ 13
Section 1.20 Seventeenth Supplemental Indenture.......................... 13
Section 1.21 Eighteenth Supplemental Indenture........................... 13
Section 1.22 Nineteenth Supplemental Indenture........................... 13
Section 1.23 Twentieth Supplemental Indenture............................ 13
Section 1.24 Twenty-First Supplemental Indenture......................... 13
Section 1.25 Twenty-Second Supplemental Indenture........................ 13
Section 1.26 The Mortgage................................................ 13
Section 1.27 Hereof, hereunder, etc. .................................... 13
Section 1.28 2012 Series................................................. 13
(i)
Article II
Creation, Description, Registration, Transfer and Exchange ofThe 2012 Series of
Bonds
PAGE
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Section 2.1 Creation and principal amount of the 2012 Series............. 13
Section 2.2 Date of Bonds................................................ 14
Section 2.3 Denominations, etc........................................... 14
Section 2.4 Exchange of Bonds............................................ 14
Section 2.5 Registration of Bonds........................................ 14
Section 2.6 Temporary Bonds.............................................. 14
Section 2.7 Payment of Defaulted Interest................................ 14
Section 2.8 Transfers or Exchanges of Bonds called for redemption........ 14
Article III
Redemption of Bonds of The 2012 Series
Section 3.1 Circumstances in which redeemable and Redemption Price....... 15
Section 3.2 Notice of intention to redeem................................ 15
Article IV
Particular Covenants of The Company
Section 4.1 Maintenance and Improvement Fund............................. 15
Section 4.2 Restrictions as to dividends................................. 15
Section 4.3 Earnings requirements for additional Bonds................... 16
Section 4.4 Postponement of interest..................................... 17
Article V
Miscellaneous
Section 5.1 Payments due on Sundays and holidays......................... 17
Section 5.2 Provisions required by Trust Indenture Act of 1939 to
control...................................................... 17
Section 5.3 Acceptance of Trust.......................................... 17
Section 5.4 This Indenture part of Original Indenture.................... 17
Section 5.5 Execution in any number of counterparts...................... 17
Section 5.6 Date of execution............................................ 17
(ii)
Twenty-third Supplemental Indenture, dated as of the 15th day of October,
1997 between Laclede Gas Company, a corporation duly organized and existing
under the laws of the State of Missouri, having its principal place of
business at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, hereinafter sometimes
called the "Company", party of the first part, and State Street Bank and Trust
Company of Missouri, N.A., a national banking association organized under the
laws of the United States, having its principal place of business at Xxx
Xxxxxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, hereinafter sometimes called
the "Trustee", party of the second part.
Whereas, there have heretofore been duly executed and delivered the
following four indentures between the Company and Mississippi Valley Trust
Company, to-wit:
(a) An indenture of mortgage and deed of trust, hereinafter sometimes
called the "Original Indenture," dated as of February 1, 1945, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 6324 at Page 93 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 2078 at Page 12 and in the
office of the Recorder of Deeds of Xxxxx County, Missouri, in Book 294 at
Page 399 and in the office of the Recorder of Deeds of Jefferson County,
Missouri, in Book 434 at Page 480 and in the office of the Recorder of
Deeds of St. Francois County, Missouri, in Book 551 at Page 593 and in the
office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book
198 at Page 629 and in the office of the Recorder of Deeds of Madison
County, Missouri, in Book 77 at Page 1 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 224 at Page 451 and in the office
of the Recorder of Deeds of Xxxxxx County, Missouri, in Book 503 at Page
606 and is filed in the office of the Secretary of State of Missouri under
filing number 26,557; and
(b) A supplemental indenture, hereinafter sometimes called the "First
Supplemental Indenture", dated as of December 1, 1946, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 6562 at Page 528, and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2268 at Page 273; and
(c) A supplemental indenture, hereinafter sometimes called the "Second
Supplemental Indenture", dated as of March 15, 1948, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 6687 at Page 467, and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2327 at Page 357; and
(d) A supplemental indenture, hereinafter sometimes called the "Third
Supplemental Indenture", dated as of April 1, 1951, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 7079 at Page 125 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2869 at Page 275; and
Whereas, there have been heretofore duly executed and delivered four
indentures between the Company and Mercantile Trust Company, to-wit:
(a) A supplemental indenture, hereinafter sometimes called the "Fourth
Supplemental Indenture", dated as of December 1, 1954, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 7458 at Page 400 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 3342 at Page 34 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 294 at Page 477 and in
the office of the Recorder of Deeds of Jefferson County, Missouri, in Book
434 at Page 574 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 552 at Page 1 and in the office of the Recorder
of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 198 at Page 721 and in
the office of the Recorder of Deeds of Madison County, Missouri, in Book 77
at Page 183 and in the office of the Recorder of Deeds of Iron County,
Missouri, in Book 224 at Page 632 and in the office of the Recorder of
Deeds of Xxxxxx County, Missouri, in Book 507 at Page 1 and is filed in the
office of the Secretary of State of Missouri under filing number 26,558;
and
(b) A supplemental indenture, hereinafter sometimes called the "Fifth
Supplemental Indenture", dated as of May 1, 1957, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
7731 at Page 152 and in the office of the Recorder of Deeds of St. Louis
County,
Missouri, in Book 3766 at Page 1 and in the office of the Recorder of Deeds
of Xxxxx County, Missouri, in Book 294 at Page 494 and in the office of the
Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 611
and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 552 at Page 38 and in the office of the Recorder of Deeds
of Ste. Xxxxxxxxx County, Missouri, in Book 199 at Page 1 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page
220 and in the office of the Recorder of Deeds of Iron County, Missouri, in
Book 226 at Page 1 and in the office of the Recorder of Deeds of Xxxxxx
County, Missouri, in Book 507 at Page 38 and is filed in the office of the
Secretary of State of Missouri under filing number 26,559; and
(c) A supplemental indenture, hereinafter sometimes called the "Sixth
Supplemental Indenture", dated as of July 1, 1960, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
8087 at Page 55 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 4348 at Page 1 and in the office of the Recorder
of Deeds of Xxxxx County, Missouri, in Book 294 at Page 535 and in the
office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434
at Page 651 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 552 at Page 78 and in the office of the Recorder
of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 199 at Page 22 and in
the office of the Recorder of Deeds of Madison County, Missouri, in Book 77
at Page 260 and in the office of the Recorder of Deeds of Iron County,
Missouri, in Book 226 at Page 42 and in the office of the Recorder of Deeds
of Xxxxxx County, Missouri, in Book 507 at Page 62 and is filed in the
office of the Secretary of State of Missouri under filing number 26,560;
and
(d) A supplemental indenture, hereinafter sometimes called the "Seventh
Supplemental Indenture", dated as of June 1, 1964, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
8506 at Page 215 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 5410 at Page 399 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 342 at Page 2 and in
the office of the Recorder of Deeds of Jefferson County, Missouri, in Book
434 at Page 697 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 552 at Page 124 and in the office of the Recorder
of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 199 at Page 46 and in
the office of the Recorder of Deeds of Madison County, Missouri, in Book 77
at Page 306 and in the office of the Recorder of Deeds of Iron County,
Missouri, in Book 226 at Page 89 and in the office of the Recorder of Deeds
of Xxxxxx County, Missouri, in Book 507 at Page 90 and is filed in the
office of the Secretary of State of Missouri under filing number 26,561;
and
Whereas, there have been heretofore duly executed and delivered eight
indentures between the Company and Mercantile Trust Company National
Association, to-wit:
(a) A supplemental indenture, hereinafter sometimes called the "Eighth
Supplemental Indenture", dated as of April 15, 1966, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 8678 at Page 1 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 5949 at Page 450 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 361 at Page 148 and in
the office of the Recorder of Deeds of Jefferson County, Missouri, in Book
434 at Page 746 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 552 at Page 172 and in the office of the Recorder
of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 199 at Page 71 and in
the office of the Recorder of Deeds of Madison County, Missouri, in Book 77
at Page 354 and in the office of the Recorder of Deeds of Iron County,
Missouri, in Book 226 at Page 138 and in the office of the Recorder of
Deeds of Xxxxxx County, Missouri, in Book 507 at Page 118 and is filed in
the office of the Secretary of State of Missouri under filing number
28,645; and
(b) A supplemental indenture, hereinafter sometimes called the "Ninth
Supplemental Indenture", dated as of May 1, 1968, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
8834 at Page 213 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 6323 at Page 1904 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 389 at Page 888 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 498 at Page 408 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 434 at Page 790 and in the office of
the Recorder of Deeds of St. Francois County, Missouri, in Book 552
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at Page 216 and in the office of the Recorder of Deeds of Ste. Xxxxxxxxx
County, Missouri, in Book 199 at Page 94 and in the office of the Recorder
of Deeds of Madison County, Missouri, in Book 77 at Page 398 and in the
office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at
Page 183 and in the office of the Recorder of Deeds of Xxxxxx County,
Missouri, in Book 507 at Page 145 and is filed in the office of the
Secretary of State of Missouri under filing number 87,403; and
(c) A supplemental indenture, hereinafter sometimes called the "Tenth
Supplemental Indenture", dated as of May 15, 1970, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
8988 at Page 52 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 6456 at Page 132 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 396 at Page 560 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 554 at Page 79 and in the office of the Recorder of Deeds of Jefferson
County, Missouri, in Book 434 at Page 829 and in the office of the Recorder
of Deeds of St. Francois County, Missouri, in Book 552 at Page 255 and in
the office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in
Book 199 at Page 114 and in the office of the Recorder of Deeds of Madison
County, Missouri, in Book 77 at Page 436 and in the office of the Recorder
of Deeds of Iron County, Missouri, in Book 226 at Page 223 and in the
office of the Recorder of Deeds of Xxxxxx County, Missouri, in Book 507 at
Page 168 and is filed in the office of the Secretary of State of Missouri
under filing number 154,857; and
(d) A supplemental indenture, hereinafter sometimes called the "Eleventh
Supplemental Indenture", dated as of March 15, 1972, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 9133 at Page 4 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 6577 at Page 1993 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 401 at Page 706 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 620 at Page 157 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 435 at Page 23 and in the office of the
Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 199 at Page
210 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 552 at Page 640 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 226 at Page 282 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book 78 at Page 1
and in the office of the Recorder of Deeds of Xxxxxx County, Missouri, in
Book 507 at Page 265 and is filed in the office of the Secretary of State
of Missouri under filing number 234,221; and
(e) A supplemental indenture, hereinafter sometimes called the "Twelfth
Supplemental Indenture", dated as of March 15, 1974, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 40M at Page 1 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 6721 at Page 91 and in the office of the Recorder
of Deeds of Xxxxx County, Missouri, in Book 407 at Page 888 and in the
office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in Book
677 at Page 1445 and in the office of the Recorder of Deeds of Jefferson
County, Missouri, in Book 465 at Page 976 and in the office of the Recorder
of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 210 at Page 255 and in
the office of the Recorder of Deeds of St. Francois County, Missouri, in
Book 598 at Page 683 and in the office of the Recorder of Deeds of Iron
County, Missouri, in Book 237 at Page 1 and in the office of the Recorder
of Deeds of Madison County, Missouri, in Book 84 at Page 117 and in the
office of the Recorder of Deeds of Xxxxxx County, Missouri, in Book 535 at
Page 540 and in the office of the Recorder of Deeds of Beckham County,
Oklahoma, in Book 127 at Page 149 and in the office of the County Clerk of
Xxxxxxx County, Texas, in Trust Vol. 58 at Page 731 and is filed in the
office of the Secretary of State of Missouri under filing number 333,360;
and
(f) A supplemental indenture, hereinafter sometimes called the
"Thirteenth Supplemental Indenture", dated as of June 1, 1975, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 70M at Page 2061 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 6796 at Page 1447 and in the
office of the Recorder of Deeds of Xxxxx County, Missouri, in Book 411 at
Page 9 and in the office of the Recorder of Deeds of St. Xxxxxxx County,
Missouri, in Book 704 at Page 1739 and in the office of the Recorder of
Deeds of Jefferson County, Missouri, in Book 481 at Page 292 and in the
office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book
124 at Page 225 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 624 at Page
3
359 and in the office of the Recorder of Deeds of Iron County, Missouri, in
Book 242 at Page 234 and in the office of the Recorder of Deeds of Madison
County, Missouri, in Book 86 at Pages 483-532 and in the office of the
Recorder of Deeds of Xxxxxx County, Missouri, in Book 547 at Page 300 and
in the office of the Recorder of Deeds of Beckham County, Oklahoma, in Book
130 at Page 416 and in the office of the County Clerk of Xxxxxxx County,
Texas, in Trust Vol. 59 at Page 649 and in the office of the Clerk of Court
for Xxxxxx Xxxxxx, Louisiana, under Registry No. 227328 in Mtg. Book 108 at
Page 478 and in the office of the Clerk of Court for DeSoto Parish,
Louisiana, under Registry No. 378628 in Mtg. Book 115 at Page 803 and in
the office of the Clerk of Court for St. Xxxx Xxxxxx, Louisiana, under
Registry No. 124894 in Mtg. Book 343 at Page 293 and in the office of the
Clerk of Court for Red River Parish, Louisiana, under Registry No. 128419
in Mtg. Book 75 at Page 546 and is filed in the office of the Secretary of
State of Missouri under filing number 397,857; and
(g) A supplemental indenture, hereinafter sometimes called the
"Fourteenth Supplemental Indenture", dated as of October 26, 1976, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 108M at Page 131 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 6907 at Page 1970 and in the
office of the Recorder of Deeds of Xxxxx County, Missouri, in Book 416 at
Page 192 and in the office of the Recorder of Deeds of St. Xxxxxxx County,
Missouri, in Book 745 at Page 40 and in the office of the Recorder of Deeds
of Jefferson County, Missouri, in Book 507 at Page 669 and in the office of
the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 241 at
Page 279 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 654 at Page 132 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 248 at Page 795 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book 89 at Pages
694-700 and in the office of the Recorder of Deeds of Xxxxxx County,
Missouri, in Book 565 at Page 57 and in the office of the Recorder of Deeds
of Beckham County, Oklahoma, in Book 315 at Page 146 and in the office of
the County Clerk of Xxxxxxx County, Texas, in the Deed Records Vol. 260 at
Page 991 and in the office of the Clerk of Court for Xxxxxx Xxxxxx,
Louisiana, under Registry No. 233001 in Mtg. Book 114 at Page 208 and in
the office of the Clerk of Court for DeSoto Parish, Louisiana, under
Registry No. 389929 in Mtg. Book 122 at Page 15 and in the office of the
Clerk of Court for St. Xxxx Xxxxxx, Louisiana, under Registry No. 129850 in
Mtg. Book 360 at Page 593 and in the office of the Clerk of Court for Red
River Parish, Louisiana, under Registry No. 131795 in Mtg. Book 79 at Page
21 and is filed in the office of the Secretary of State of Missouri under
filing number 479,397; and
(h) A supplemental indenture, hereinafter sometimes called the "Fifteenth
Supplemental Indenture", dated as of July 15, 1979, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 202M at Page 1288 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 7181 at Page 23 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 430 at Page 273 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 846 at Page 880 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 580 at Page 278 and in the office of
the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 285 at
Page 93 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 722 at Page 57 and in the office of the Recorder of Deeds
of Iron County, Missouri, in Book 262 at Pages 709-770 and in the office of
the Recorder of Deeds of Madison County, Missouri, in Book 98 at Pages 720-
781 and in the office of the Recorder of Deeds of Xxxxxx County, Missouri,
in Book 597 at Page 661 and in the office of the County Clerk of Beckham
County, Oklahoma, in Misc. Record Book 385 at Page 230 and in the office of
the County Clerk of Xxxxx Xxxxx County, Oklahoma, in Book 273 at Pages 54-
116 and in the office of the County Clerk of Xxxxxx County, Oklahoma, in
Book 325 Misc. Page 1 and in the office of the County Clerk of Xxxxxxx
County, Texas, in Deed of Trust Records, Vol. 64 at Page 707 and in the
office of the County Clerk of Xxxxxxxx County, Texas, in the Deed of Trust
Records, Vol. 196 at Page 607 and in the office of the County Clerk of
Xxxxxxx County, Texas, in the Deed of Trust Records, Vol. 30 at Page 45 and
in the office of the County Clerk of Xxxxxxxx County, Texas, in the Deed of
Trust Records, Vol. 59 at Page 428 and in the office of the Clerk of the
Court for St. Xxxx Xxxxxx, Louisiana, under Registry No. 141319 in Mtg.
Book 402 at Page 2 and in the office of the Clerk of the Court for the
DeSoto Parish, Louisiana, under Registry No. 417237 in Mtg. Book 136 at
Page 524 and in the office of the Clerk of the
4
Court for Xxxxxx Xxxxxx, Louisiana, under Registry No. 246026 in Mtg. Book
128 at Page 86 and in the office of the Clerk of the Court for Red River
Parish, Louisiana, under Registry No. 141470 in Mtg. Book 87 at Page 619
and in the office of the Clerk of the Court for Terrebonne Parish,
Louisiana, under Registry No. 602396 and is filed in the office of the
Secretary of State of Missouri under Document Number 667303; and
Whereas, there have been heretofore duly executed and delivered two
indentures between the Company and Mercantile Bank National Association, to-
wit:
(a) A supplemental indenture, hereinafter sometimes called the "Sixteenth
Supplemental Indenture", dated as of May 1, 1986, which is recorded in the
office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book
M-529 at Page 655 and in the office of the Recorder of Deeds of St. Louis
County, Missouri, in Book 7902 at Page 1138 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 573 at Page 2 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 1080 at Page 1577 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 197 at Page 1 and in the office of the
Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 407 at Page
137 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 894 at Page 138 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 293 at Page 797 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book 116 at Page
589 and in the office of the Recorder of Deeds of Xxxxxx County, Missouri,
in Book 669 at Page 228 and in the office of the County Clerk of Xxxxx
Xxxxx County, Oklahoma, in Book 807 at Page 120 and in the office of the
County Clerk of Xxxxxxx County, Texas, in Deed of Trust Records, Vol. 91 at
Page 191, and in Deed Records, Vol. 348 at Page 69 and in the office of the
Secretary of State of Texas under Document Number 131214 and is filed in
the office of the Secretary of State of Missouri under Document Number
1322775; and
(b) A supplemental indenture, hereinafter sometimes called the
"Seventeenth Supplemental Indenture", dated as of May 15, 1988, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book M-669 at Page 258 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 8315 at Page 902 and in the
office of the Recorder of Deeds of Xxxxx County, Missouri, in Book 676 at
Page 449 and in the office of the Recorder of Deeds of St. Xxxxxxx County,
Missouri, in Book 1212 at Page 1948 and in the office of the Recorder of
Deeds of Jefferson County, Missouri, in Book 396 at Page 1987 and in the
office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book
459 at Page 289 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 962 at Page 8 and in the office of the Recorder
of Deeds of Iron County, Missouri, in Book 303 at Page 527 and in the
office of the Recorder of Deeds of Madison County, Missouri, in Book 123 at
Page 243 and in the office of the Recorder of Deeds of Xxxxxx County,
Missouri, in Book 691 at Page 620 and in the office of the County Clerk of
Xxxxx Xxxxx County, Oklahoma, in Book 973 at Page 1 and in the office of
the County Clerk of Xxxxxxx County, Texas, in Deed of Trust Records, Vol.
91 at Page 234, and in Deed Records, Vol. 369 at Page 386 and in the office
of the Secretary of State of Texas under Document Number 86131214 and is
filed in the office of the Secretary of State of Missouri under Document
Number 1596374; and
Whereas, there have been heretofore duly executed and delivered five
indentures between the Company and Mercantile Bank of St. Louis National
Association, to-wit:
(a) A supplemental indenture, hereinafter sometimes called the
"Eighteenth Supplemental Indenture", dated as of November 15, 1989, which
is recorded in the office of the Recorder of Deeds of the City of St.
Louis, Missouri, in Book 762M at Page 1126 and in the office of the
Recorder of Deeds of St. Louis County, Missouri, in Book 8646 at Page 2196
and in the office of the Recorder of Deeds of Xxxxx County, Missouri, in
Book 748 at Page 17 and in the office of the Recorder of Deeds of St.
Xxxxxxx County, Missouri, in Book 1294 at Page 631 and in the office of the
Recorder of Deeds of Jefferson County, Missouri, in Book 442 at Page 14 and
in the office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri,
in Book 498 at Page 13 and in the office of the Recorder of Deeds of St.
Francois County, Missouri, in Book 1012 at Page 36 and in the office of the
Recorder of Deeds of Iron County, Missouri, in Book 311 at Page 503 and in
the
5
office of the Recorder of Deeds of Madison County, Missouri, in Book 127 at
Page 682 and in the office of the Recorder of Deeds of Xxxxxx County,
Missouri, in Book 709 at Page 78 and in the office of the County Clerk of
Xxxxx Xxxxx County, Oklahoma, in Book 1094 at Page 263 and in the office of
the County Clerk of Xxxxxxx County, Texas, in Deed of Trust Records, Vol.
93 at Page 630 and in the office of the Secretary of State of Texas under
Document Number 252980 and is filed in the office of the Secretary of State
of Missouri under Document Number 1798065; and
(b) A supplemental indenture, hereinafter sometimes called the
"Nineteenth Supplemental Indenture", dated as of May 15, 1991, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 848 at Page 716 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 8983 at Page 1095 and in the
office of the Recorder of Deeds of Xxxxx County, Missouri, in Book 821 at
Page 79 and in the office of the Recorder of Deeds of St. Xxxxxxx County,
Missouri, in Book 1370 at Page 1846 and in the office of the Recorder of
Deeds of Jefferson County, Missouri, in Book 483 at Page 1909 and in the
office of the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book
541 at Page 82 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 1060 at Page 253 and in the office of the
Recorder of Deeds of Iron County, Missouri, in Book 319 at Page 355 and in
the office of the Recorder of Deeds of Madison County, Missouri, in Book
132 at Page 44 and in the office of the Recorder of Deeds of Xxxxxx County,
Missouri, in Book 725 at Page 442 and in the office of the County Clerk of
Xxxxx Xxxxx County, Oklahoma, in Book 1213 at Page 105, UCC Filing No. 135,
and in the office of the County Clerk of Oklahoma County, Oklahoma, UCC
Filing No. 023021, and in the office of the County Clerk of Xxxxxxx County,
Texas, in Deed of Trust Records, Vol. 96 at Page 96 and in Deed Records,
Book 399 at Page 254, and in the office of the Secretary of State of Texas
under Document Number 088153 and is filed in the office of the Secretary of
State of Missouri under Document Number 1999268; and
(c) A supplemental indenture, hereinafter sometimes called the "Twentieth
Supplemental Indenture", dated as of November 1, 1992, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book M945 at Page 1068 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 9494 at Page 423 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 937 at Page 144 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 1491 at Page 1289 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 543 at Page 2135 and in the office of
the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 594 at
Page 10 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 1121 at Page 458 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 326 at Page 888 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book 137 at Page
166 and in the office of the Recorder of Deeds of Xxxxxx County, Missouri,
in Book 747 at Page 72 and in the office of the Recorder of Deeds of
Franklin County, Missouri, in Book 712 at Page 889 and in the office of the
County Clerk of Xxxxx Xxxxx County, Oklahoma, in Book 1303 at Page 39, UCC
Filing No. 296, and in the office of the County Clerk of Oklahoma County,
Oklahoma, UCC Filing No. 056514, and in the office of the County Clerk of
Xxxxxxx County, Texas, in Deed of Trust Records, Book 98 at Page 88 and in
Deed Records, Book 409 at Page 589, and in the office of the Secretary of
State of Texas under Document Number 212435 and is filed in the office of
the Secretary of State of Missouri under Document Number 2188520; and
(d) A supplemental indenture, hereinafter sometimes called the "Twenty-
First Supplemental Indenture", dated as of May 1, 1993, which is recorded
in the office of the Recorder of Deeds of the City of St. Louis, Missouri,
in Book M982 at Page 0356 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 9701 at Page 797 and in the office of the
Recorder of Deeds of Xxxxx County, Missouri, in Book 979 at Page 722 and in
the office of the Recorder of Deeds of St. Xxxxxxx County, Missouri, in
Book 1542 at Page 1449 and in the office of the Recorder of Deeds of
Jefferson County, Missouri, in Book 567 at Page 2217 and in the office of
the Recorder of Deeds of Ste. Xxxxxxxxx County, Missouri, in Book 610 at
Page 136 and in the office of the Recorder of Deeds of St. Francois County,
Missouri, in Book 1142 at Page 84 and in the office of the Recorder of
Deeds of Iron County, Missouri, in Book 328 at Page 508 and in the office
of the Recorder of Deeds of Madison County, Missouri, in Book
6
139 at Page 361 and in the office of the Recorder of Deeds of Xxxxxx
County, Missouri, in Book 753 at Page 328 and in the office of the Recorder
of Deeds of Franklin County, Missouri, in Book 743 at Page 638 and in the
office of the County Clerk of Xxxxx Xxxxx County, Oklahoma, in Book 1337 at
Page 10, UCC Filing No. 109, and in the office of the County Clerk of
Oklahoma County, Oklahoma, UCC Filing No. 023874 and in the office of the
County Clerk of Xxxxxxx County, Texas, in Deed of Trust Records, Book 98 at
Page 804 and in Deed Records, Book 413 at Page 387, and in the office of
the Secretary of State of Texas under Document No. 086970 and is filed in
the office of the Secretary of State of Missouri under Document No.
2259648; and
(e) A supplemental indenture, hereinafter sometimes called the "Twenty-
Second Supplemental Indenture", dated as of November 15, 1995, which is
filed in the office of the Secretary of State of Missouri pursuant to
X.X.Xx. 443.451 under Filing No. 2604323; and
Whereas, the Company is the same corporation as is designated in the
Original and First and Second Supplemental Indentures as The Laclede Gas Light
Company, which was the Company's corporate name, but before the date of the
Third Supplemental Indenture its corporate name was duly changed to, and now
is, Laclede Gas Company; and
Whereas, State Street Bank and Trust Company of Missouri, N.A., the party of
the second part to this Twenty-Third Supplemental Indenture, is the present
Trustee under the Original Indenture, being the successor to Mercantile Bank
of St. Louis National Association (from whom State Street Bank and Trust
Company of Missouri, N.A., acquired certain corporate trust assets), which
Mercantile Bank of St. Louis National Association was the successor to
Mercantile Bank National Association, which was the successor to Mercantile
Trust Company National Association, which was the successor to Mercantile
Trust Company (which in turn was the corporation resulting from a
consolidation on August 31, 1951, to which Mississippi Valley Trust Company,
the original Trustee, was a party); and
Whereas, there are now outstanding under the Seventeenth Supplemental
Indenture, First Mortgage Bonds of the 9 5/8% Series due May 15, 2013; under
the Eighteenth Supplemental Indenture, First Mortgage Bonds of the 8 1/2%
Series due November 15, 2004; under the Nineteenth Supplemental Indenture,
First Mortgage Bonds of the 8 5/8% Series due May 15, 2006; under the
Twentieth Supplemental Indenture, First Mortgage Bonds of the 7 1/2% Series
due November 1, 2007; under the Twenty-First Supplemental Indenture, First
Mortgage Bonds of the 6 1/4% Series due May 1, 2003; and under the Twenty-
Second Supplemental Indenture, First Mortgage Bonds of the 6 1/2% Series due
November 15, 2010; but all bonds of the fifteen series provided for
respectively by the First, Second, Third, Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fifteenth and Sixteenth
Supplemental Indentures and the First Mortgage Bonds of the 3 1/2% Series
issued under the Original Indenture have ceased to be outstanding; and
Whereas, the Company desires to create a new series of bonds under the
Mortgage to be designated as "First Mortgage Bonds, 6 1/2% Series due October
15, 2012" (hereinafter sometimes referred to as the "2012 Series"), for an
aggregate principal amount of $25,000,000 to be issued as fully registered
bonds without coupons, the definitive bonds (certain of the provisions of
which may be printed on the reverse side thereof) and the Trustee's
certificate of authentication thereof to be substantially in the following
forms, respectively:
(FORM OF FULLY REGISTERED BOND)
LACLEDE GAS COMPANY
FIRST MORTGAGE BOND,
No. 6 1/2% Series due October 15, 2012 $
Laclede Gas Company, a corporation of the State of Missouri (hereinafter
called "the Company"), for value received hereby promises to pay to or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or at the option of the registered owner
hereof at the office
7
or agency of the Company in the City of St. Louis, State of Missouri,
Dollars on the 15th day of October, 2012, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
public and private debts, and to pay to the registered owner hereof interest
thereon from the 15th day of October or the 15th day of April next preceding
the date of this bond (or, if this bond is dated any date after the record
date for any interest payment date and on or before such interest payment
date, then from such interest payment date), at the rate of 6 1/2% per annum,
in like coin or currency at either of said offices or agencies at the option
of the registered owner hereof, on April 15 and October 15 in each year, until
the Company's obligation with respect to the payment of such principal shall
have been discharged. The interest so payable on any April 15 or October 15
will, subject to certain exceptions provided in the Mortgage hereinafter
mentioned, be paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the April 1 or October 1,
as the case may be, next preceding such interest payment date, or, if such
April 1 or October 1 shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York, or in the City
of St. Louis, State of Missouri, are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
This bond is one of an issue of bonds of the Company, issuable in series,
and is one of a series known as its First Mortgage Bonds, 6 1/2% Series due
October 15, 2012 (hereinafter referred to as the "2012 Series"), all bonds of
all series issued and to be issued under and equally secured (except in so far
as any sinking or other fund established in accordance with the provisions of
the Mortgage hereinafter mentioned may afford additional security for the
bonds of any particular series) by a Mortgage and Deed of Trust (hereinafter
referred to as the "Original Indenture") dated as of February 1, 1945,
executed by the Company to Mississippi Valley Trust Company, which was
succeeded through consolidation by Mercantile Trust Company, which was
succeeded by Mercantile Trust Company National Association, which was
succeeded by Mercantile Bank National Association, which was succeeded by
Mercantile Bank of St. Louis National Association, which in turn was succeeded
by State Street Bank and Trust Company of Missouri, N.A. (hereinafter
sometimes referred to as the "Trustee"), as Trustee, and indentures
supplemental thereto, including the supplemental indenture thereto dated as of
October 15, 1997, said Mortgage and Deed of Trust as supplemented being herein
called the "Mortgage," to which reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the owners of the bonds in respect thereof, the duties and
immunities of the Trustee, and the terms and conditions upon which the bonds
are secured. With the consent of the Company and to the extent permitted by
and as provided in the Mortgage, the rights and obligations of the Company
and/or of the owners of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental thereto may
be modified or altered by the affirmative vote of the owners of at least
sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds
affected by such modification or alteration (including the bonds of the 2012
Series, if so affected), then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest therein as
provided in the Mortgage); provided that no such modification or alteration
shall permit the extension of the maturity of the principal of this bond or
the reduction in the rate of interest hereon or any other modification in the
terms of payment of such principal or interest, or the creation of a lien on
the mortgaged and pledged property ranking prior to or on a parity with the
lien of the Mortgage or the deprivation of the owner hereof of a lien upon
such property without the consent of the owner hereof, except that the owners
of not less than seventy-five percent (75%) in principal amount of the bonds
at any time outstanding under the Mortgage (including a like percent of the
principal amount of the bonds of the 2012 Series, if any interest payment on
bonds of the 2012 Series is to be affected) may consent on behalf of the
owners of all bonds at any time outstanding to the postponement of any
interest payment for a period not exceeding three years from its due date.
The bonds of the 2012 Series are redeemable, in whole or in part, upon the
notice referred to below, and otherwise subject to the provisions of the
Mortgage, at any time prior to maturity through operation of the maintenance
and improvement fund, or pursuant to paragraph B of Section 13.06 of the
Original Indenture (having reference to the taking of all the mortgaged
property by eminent domain and certain comparable contingencies) at 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption. Except as set forth above, the bonds of the 2012 Series are
not redeemable prior to October 15, 2012.
8
The notice of redemption of bonds of the 2012 Series shall be given by
mailing a copy thereof to each registered owner, directed to his registered
address not less than thirty nor more than ninety days prior to the date fixed
for redemption; all as provided in, and subject to the applicable provisions
of, the Mortgage.
The principal hereof may be declared or may become due on the conditions, in
the manner, and at the time set forth in the Mortgage, upon the occurrence of
a completed default as in the Mortgage provided.
At the option of the registered owner, any bonds of the 2012 Series, upon
surrender thereof at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or in the City of St. Louis, State of
Missouri, together with a written instrument of transfer in form approved by
the Company duly executed by the registered owner or his duly authorized
attorney, shall, subject to the provisions of Section 2.05 of the Original
Indenture, be exchangeable for a like aggregate amount of fully registered
bonds of the same series of other authorized denominations.
This bond is transferable as prescribed in the Mortgage by the registered
owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, or in
the City of St. Louis, upon surrender and cancellation of this bond and upon
presentation of a written instrument of transfer, duly executed, and upon
payment, if the Company shall require it, of the transfer charges prescribed
in the Mortgage, and thereupon, a new fully registered bond of the same series
for a like principal amount will be issued to the transferee in exchange
herefor as provided in the Mortgage. The Company and the Trustee may deem and
treat the person in whose name this bond is registered as the absolute owner
hereof for the purpose of receiving payment and for all other purposes.
No recourse shall be had for the payment of the principal of or of interest
on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, as such, either
directly or through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors, as such, being released by the owner
hereof by the acceptance of this bond and being likewise waived and released
by the terms of the Mortgage.
This bond shall not become obligatory until State Street Bank and Trust
Company of Missouri, N.A., the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of certificate endorsed hereon.
In Witness Whereof, Laclede Gas Company has caused this instrument to be
signed in its name by its President or one of its Vice-Presidents, by his
signature or a facsimile thereof, and a facsimile of its corporate seal to be
imprinted hereon and attested by its Secretary or one of its Assistant
Secretaries, by his signature or a facsimile thereof.
Dated _______________________________
Laclede Gas Company
By __________________________________
President
ATTEST:
_____________________________________
Secretary
9
(FORM OF TRUSTEE'S CERTIFICATE)
This bond is one of the bonds, of the Series herein designated, provided for
in the within-mentioned Mortgage.
State Street Bank and Trust Company
of Missouri, N.A., Trustee
By __________________________________
Authorized Officer
and
Whereas, all conditions and requirements necessary to make this Twenty-Third
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled, and the execution and delivery hereof have been in
all respects duly authorized;
Now, Therefore, This Twenty-Third Supplemental Indenture Witnesseth: That
Laclede Gas Company, in consideration of the premises and of one dollar to it
duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to secure
the payment both of the principal of and interest and premium, if any, on the
bonds from time to time issued under the Mortgage, according to their tenor
and effect and the performance of all the provisions of the Mortgage and of
said bonds, hath granted, bargained and sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by these presents
doth grant, bargain and sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto State Street Bank and Trust Company of
Missouri, N.A., as Trustee, and to its successor or successors in said trust
and its and their assigns forever, all the following described properties of
the Company, that is to say:
All several parcels of real estate more particularly described in the
Original Indenture as Parcels Nos. 1 to 14 inclusive, and in the First
Supplemental Indenture as Parcels (a) to (i) inclusive, and the Third
Supplemental Indenture as Parcels II to VI inclusive, and in the Fourth
Supplemental Indenture in paragraphs II to VII inclusive, beginning on page 13
and extending to page 15 thereof, and in the Fifth Supplemental Indenture in
paragraphs II to X inclusive, beginning on page 14 and extending to page 17
thereof, and in the Sixth Supplemental Indenture in paragraphs II to XI
inclusive, beginning on page 14 and extending to page 21 thereof, and in the
Seventh Supplemental Indenture in paragraphs II to XIII inclusive, beginning
on page 16 and extending to page 24 thereof, and in the Eighth Supplemental
Indenture in paragraphs II to VIII inclusive, beginning on page 16 and
extending to page 19 thereof, and in the Ninth Supplemental Indenture in
paragraphs II and III, beginning on page 11 and extending to page 12 thereof,
and in the Tenth Supplemental Indenture in paragraphs II to VI inclusive,
beginning on page 11 and extending to page 13 thereof, and in the Eleventh
Supplemental Indenture in paragraphs II and III, beginning on page 13 and
extending to page 16 thereof, and in the Twelfth Supplemental Indenture on
page 15 thereof, and in the Thirteenth Supplemental Indenture beginning on
page 16 and extending to page 24 thereof, and in the Fifteenth Supplemental
Indenture beginning on page 15 and extending to page 39 thereof, and in the
Sixteenth Supplemental Indenture beginning on page 16 and extending to page 17
thereof, and in the Seventeenth Supplemental Indenture beginning on page 17
and extending to page 19 thereof, and in the Eighteenth Supplemental Indenture
beginning on page 15 and extending to page 16 thereof, and in the Nineteenth
Supplemental Indenture beginning on page 16 and extending to page 17 thereof,
and in the Twentieth Supplemental Indenture beginning on page 17 and extending
to page 19 thereof, and in the Twenty-First Supplemental Indenture beginning
on page 17 and extending to page 19 thereof, and in the Twenty-Second
Supplemental Indenture beginning on page 10 and extending to page 11 thereof,
except any parcel or part of such real estate heretofore released from the
lien of the Mortgage, or to which the Company and the Trustee have heretofore
disclaimed any right, title, or interest.
10
Together With all other property, whether real, personal or mixed (except
any hereinafter expressly excepted), and whether now owned or hereafter
acquired by the Company and wheresoever situated, including (without in
anywise limiting or impairing by the enumeration of the same the scope and
intent of the foregoing or of any general description contained in this
Twenty-Third Supplemental Indenture) all real estate, lands, leases,
leaseholds (except the last day of the term of any lease or leasehold),
easements, licenses, permits, franchises, privileges, rights of way and other
rights in or relating to real estate or the occupancy of lands, all rights of
way and roads, all gas plants, gas containers, buildings and other structures
and all offices, buildings and the contents thereof; all machinery, engines,
boilers, gas machines, purifiers, scrubbers, retorts, tanks, pumps,
regulators, meters, gas and mechanical appliances, conduits, gas or other
pipes, gas mains and pipes, service pipes, fittings, valves and connections,
tools, implements, apparatus, supplies, furniture and chattels; all federal,
state, municipal and other franchises, privileges and permits; all lines for
the distribution of gas for any purpose including pipes, conduits and all
apparatus for use in connection therewith; and (except as hereinafter
expressly excepted) all the right, title and interest of the Company in and to
all other property of any kind or nature appertaining to and/or used and/or
occupied and/or enjoyed in connection with any property hereinabove described
or referred to;
And Together 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, and (subject to the provisions of Section 13.01 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every
part and parcel thereof;
Provided that all property of the kinds which by the terms of the Original
Indenture are expressly excepted from the lien and operation thereof is
expressly excepted herefrom with the same effect and to the same extent as in
the Original Indenture provided with respect to such property so expressly
excepted;
To Have And To Hold all such properties, real, personal, and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever;
Subject, however, as to all property embraced herein to all of the
restrictions, exceptions and reservations of easements, rights of way or
otherwise, contained in any and all deeds and/or other conveyances under or
through which the Company acquired or shall acquire and/or claims or shall
claim title thereto, and to the restrictions, exceptions, reservations and
provisions in the Mortgage specifically set forth; and
Subject further, with respect to the premises, property, franchises and
rights owned by the Company at the date of execution hereof, to excepted
encumbrances as defined in Section 1.06 of the Original Indenture, and
subject, with respect to property acquired after the date of execution of the
Original Indenture or hereafter acquired, to all excepted encumbrances, all
other defects and limitations of title and to all other encumbrances existing
at the time of such acquisition, including any purchase money mortgage or lien
upon such property created by the Company at the time of the acquisition of
such property.
In Trust Nevertheless, upon the terms and trusts in the Original Indenture
and this Twenty-Third Supplemental Indenture set forth, for the benefit and
security of those who shall hold the bonds and coupons issued and to be issued
under the Mortgage, or any of them, in accordance with the terms of the
Mortgage without preference, priority or distinction as to lien of any of said
bonds and coupons over any other thereof by reason of priority in the time of
the issue or negotiation thereof or for any other reason whatsoever, subject,
however, to the provisions in reference to extended, transferred or pledged
coupons and claims for interest in the Original Indenture set forth; it being
intended that the lien and security of all of said bonds and coupons of all
series issued or to be issued hereunder shall take effect from the execution
and delivery of the Mortgage, and that the lien and security of the Mortgage
shall take effect from the date of execution and delivery of the Original
Indenture as though all of the said bonds of all series were actually
authenticated and delivered and issued upon such date.
11
And the Company, for itself and its successors and assigns, does hereby
covenant and agree to and with the Trustee and its successor or successors in
such trust, for the benefit of those who shall hold the bonds of the 2012
Series, or any of such bonds, as follows:
ARTICLE I
Definitions
Section 1.1. For all purposes of this Twenty-Third Supplemental Indenture,
except as herein otherwise expressly provided or unless the context otherwise
requires, the terms defined in Sections 1.2 to 1.28 hereof shall have the
meanings specified in such Sections, and all other terms which are defined in
the Original Indenture (including those defined by reference to the Trust
Indenture Act of 1939, as amended, or the Securities Act of 1933, as amended)
shall have the meanings assigned to them in the Original Indenture.
Section 1.2. The term "the Trustee" shall mean the party of the second part
hereto, State Street Bank and Trust Company of Missouri, N.A., and, subject to
the provisions of Article XVIII of the Original Indenture, shall also include
its successors and assigns.
Section 1.3. The term "Original Indenture" shall mean the indenture of
mortgage and deed of trust dated as of February 1, 1945, hereinbefore referred
to.
Section 1.4. The term "First Supplemental Indenture" shall mean the
supplemental indenture dated as of December 1, 1946, hereinbefore referred to.
Section 1.5. The term "Second Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1948, hereinbefore referred to.
Section 1.6. The term "Third Supplemental Indenture" shall mean the
supplemental indenture dated as of April 1, 1951, hereinbefore referred to.
Section 1.7. The term "Fourth Supplemental Indenture" shall mean the
supplemental indenture dated as of December 1, 1954, hereinbefore referred to.
Section 1.8. The term "Fifth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1957, hereinbefore referred to.
Section 1.9. The term "Sixth Supplemental Indenture" shall mean the
supplemental indenture dated as of July 1, 1960, hereinbefore referred to.
Section 1.10. The term "Seventh Supplemental Indenture" shall mean the
supplemental indenture dated as of June 1, 1964, hereinbefore referred to.
Section 1.11. The term "Eighth Supplemental Indenture" shall mean the
supplemental indenture dated as of April 15, 1966, hereinbefore referred to.
Section 1.12. The term "Ninth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1968, hereinbefore referred to.
Section 1.13. The term "Tenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1970, hereinbefore referred to.
Section 1.14. The term "Eleventh Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1972, hereinbefore referred to.
Section 1.15. The term "Twelfth Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1974, hereinbefore referred to.
12
Section 1.16. The term "Thirteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of June 1, 1975, hereinbefore referred to.
Section 1.17. The term "Fourteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of October 26, 1976, hereinbefore referred to.
Section 1.18. The term "Fifteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of July 15, 1979, hereinbefore referred to.
Section 1.19. The term "Sixteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1986, hereinbefore referred to.
Section 1.20. The term "Seventeenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1988, hereinbefore referred to.
Section 1.21. The term "Eighteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of November 15, 1989, hereinbefore referred
to.
Section 1.22. The term "Nineteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1991, hereinbefore referred to.
Section 1.23. The term "Twentieth Supplemental Indenture" shall mean the
supplemental indenture dated as of November 1, 1992, hereinbefore referred to.
Section 1.24. The term "Twenty-First Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1993, hereinbefore referred to.
Section 1.25. The term "Twenty-Second Supplemental Indenture" shall mean the
supplemental indenture dated as of November 15, 1995, hereinbefore referred
to.
Section 1.26. The term "the Mortgage" shall mean the Original Indenture as
supplemented by the First, Second, Third, Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,
Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First and
Twenty-Second Supplemental Indentures and hereby, or as the same may from time
to time hereafter be supplemented, modified, altered or amended by any
supplemental indenture entered into pursuant to the provisions of the Original
Indenture.
Section 1.27. The term "hereof", "hereunder", "hereto", "hereby",
"hereinbefore", and the like, refer to this Twenty-Third Supplemental
Indenture.
Section 1.28. The term "2012 Series" shall mean the series of First Mortgage
Bonds created by this Twenty-Third Supplemental Indenture, as in Section 2.1
hereof provided.
ARTICLE II
Creation, Description, Registration, Transfer and Exchange of The 2012 Series
of Bonds
Section 2.1. The Company hereby creates a new series of bonds which may be
authenticated and delivered, either before or after the filing or recording
hereof, under any applicable provisions of the Original Indenture, and may be
issued under the Mortgage, and which shall be designated by the title "First
Mortgage Bonds, 6 1/2% Series due October 15, 2012." The aggregate principal
amount of bonds of the 2012 Series which may be executed by the Company and
authenticated, is limited to Twenty-Five Million Dollars ($25,000,000), except
bonds of such series authenticated and delivered pursuant to Section 2.4 or
2.6 hereof or Section 2.09 or Section 12.04 of the Original Indenture.
13
Section 2.2. All bonds of the 2012 Series shall be dated as provided in
Section 2.03 of the Original Indenture.
Section 2.3. The bonds of the 2012 Series shall be issuable only as fully
registered bonds without coupons, in the denomination of $1,000, and, at the
option of the Company, in any multiple or multiples of $1,000, and such bonds,
and the Trustee's certificate of authentication, shall, respectively, be
substantially of the tenor and purport in this Twenty-Third Supplemental
Indenture above recited, and they may have such letters, numbers or other
marks of identification, and such legends or endorsements, printed,
lithographed or engraved thereon as the Company may deem appropriate and as
are not inconsistent with the Mortgage, including any legend or legends
permitted pursuant to Section 2.04 of the Original Indenture.
Section 2.4. At the option of the registered owner, any bonds of the 2012
Series, upon surrender thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, or in the City of St. Louis, State
of Missouri, together with a written instrument of transfer in form approved
by the Company duly executed by the registered owner or his duly authorized
attorney, shall, subject to the provisions of Section 2.05 of the Original
Indenture, be exchangeable for a like aggregate amount of fully registered
bonds of the same series of other authorized denominations.
Section 2.5. The bonds of the 2012 Series are transferable as prescribed in
the Mortgage by the registered owner thereof in person, or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or in the City of St. Louis, State of
Missouri, upon surrender and cancellation of such bonds and upon presentation
of a written instrument of transfer, duly executed, and upon payment, if the
Company shall require it, of the transfer charges prescribed in the Mortgage,
and thereupon, new fully registered bonds of the same series for a like
principal amount will be issued to the transferee in exchange therefor as
provided in the Mortgage.
Section 2.6. Until bonds of the 2012 Series in definitive form are ready for
delivery, there may be authenticated and delivered and issued, in lieu of any
definitive bond or bonds of said series, temporary bonds of said series as
provided in Section 2.08 of the Original Indenture. Such temporary bonds shall
be substantially in the form of the definitive bonds of the 2012 Series, but
with such omissions, insertions and variations as may be appropriate for
temporary bonds, and may contain such reference to any provisions of the
Mortgage as may be appropriate, all as determined by the Board of Directors.
Section 2.7. The person in whose name any bond of the 2012 Series is
registered at the close of business on any record date (as hereinbelow
defined) with respect to any interest payment date shall be entitled to
receive the interest payable on such interest payment date notwithstanding the
cancellation of such bond upon any transfer or exchange thereof subsequent to
the record date and prior to such interest payment date, except if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, in which case such defaulted interest shall be paid to
the person in whose name such bond is registered on the date of payment of
such defaulted interest. The record date shall be April 1 or October 1, as the
case may be, next preceding such interest payment date, or, if such April 1 or
October 1 shall be a legal holiday or a day on which banking institutions in
the Borough of Manhattan, The City of New York, or in the City of St. Louis,
State of Missouri, are authorized by law to close, the next preceding day
which shall not be a legal holiday or a day on which such institutions are so
authorized to close.
Section 2.8. Anything in this Twenty-Third Supplemental Indenture to the
contrary notwithstanding, the Company shall not be required to make transfers
or exchanges of bonds of the 2012 Series for a period of fifteen (15) days
next preceding any selection of bonds of such series to be redeemed, and the
Company shall not be required to make transfers or exchanges of the principal
amount of any of such bonds called or selected for redemption except in the
case of any bond of the 2012 Series to be redeemed in part, the portion
thereof not so to be redeemed.
14
ARTICLE III
Redemption of Bonds of The 2012 Series
Section 3.1. Bonds of the 2012 Series shall be redeemable, in whole or in
part, at 100% of the principal amount thereof, together with accrued interest
to the date fixed for redemption at any time before maturity by the
application of cash deposited with the Trustee as the result of the operation
of the Maintenance and Improvement Fund provided for in Section 9.07 of the
Original Indenture or in Section 4.1 hereof, or pursuant to the provisions of
paragraph (B) of Section 13.06 of the Original Indenture.
Section 3.2. Article XII of the Original Indenture is and shall be
applicable to any redemption of bonds of the 2012 Series. The notice of
intention to redeem provided for in Section 12.02 of the Original Indenture
need not be published with respect to bonds of the 2012 Series but shall be
given by mailing a copy thereof to each registered owner thereof, directed to
his registered address, not less than thirty nor more than ninety days prior
to the date fixed for redemption.
ARTICLE IV
Particular Covenants of The Company
Section 4.1. So long as any bonds of the 2012 Series are outstanding, all
covenants and provisions of Section 9.07 of the Original Indenture which
(under the terms of the Original Indenture and without regard to any provision
of any supplemental indenture heretofore or hereafter executed) expired when
all bonds of the 3 1/2% Series due 1965 ceased to be outstanding, shall
continue in force and effect; provided, however, that the provisions of said
Section 9.07 with reference to computing the Maintenance and Improvement Fund
on the basis of 15% of the gross operating revenue of the Company (which had
ceased to be applicable prior to the retirement of the 3 1/2% Series due 1965)
shall remain inapplicable, and the provisions for such computation on the
basis of 2 3/4% of the average amount of the gross property account of the
Company shall continue to apply, so long as any bonds of the 2012 Series are
outstanding.
Section 4.2. So long as any of the bonds of the 2012 Series are outstanding,
the Company will not (a) declare any dividends (other than dividends in common
stock) on any common stock, or order the making of any distribution on any
shares of common stock or to owners of common stock or (b) purchase, redeem or
otherwise acquire or retire for value any shares of common stock, if the
aggregate net amount of such declarations, distributions so ordered,
purchases, redemptions, acquisitions and retirements after September 30, 1953,
would exceed the sum of (a) the Net Income Available for Common Stock for the
period beginning October 1, 1953, and ending with the last day of the calendar
quarter immediately preceding the calendar quarter in which such dividend is
declared, distribution ordered, or purchase, redemption, acquisition or
retirement made, plus (b) Eight Million Dollars ($8,000,000).
The aggregate net amount of the declarations, distributions ordered,
purchases, redemptions, acquisitions and retirements referred to in the first
paragraph of this Section 4.2 shall be determined by deducting from the
aggregate amount thereof the total amount of cash payments received by the
Company after September 30, 1953, for any shares of common stock sold by the
Company after September 30, 1953.
Net Income Available for Common Stock, for the purpose of this Section 4.2,
for any period, means (1) the net income of the Company for such period
computed according to the applicable system of accounts prescribed by the
Public Service Commission of Missouri and any applicable orders of said
Commission and (to the extent not prescribed by such system of accounts or
orders) according to generally accepted accounting principles, less (2) an
amount equal to the dividends accrued (whether or not declared or paid) during
such period on any and all classes of stock having preference over the common
stock as to assets or dividends.
15
For the purposes of the last preceding paragraph of this Section, the term
"Public Service Commission of Missouri" shall also apply, and be deemed to
refer, to any regulatory body which may (1) succeed said Commission with
respect to jurisdiction over the accounting of the Company, or (2) supersede
said Commission with respect to such jurisdiction, or (3) have such
jurisdiction over phases of the Company's business or parts of its property
over which said Commission shall not have jurisdiction.
Section 4.3. So long as any bonds of the 2012 Series are outstanding, the
Company shall not be entitled to have authenticated and delivered any bonds
pursuant to Article VI, Article VII or Article VIII of the Original Indenture,
except bonds which may be authenticated and delivered under Article VII of the
Original Indenture, without the receipt by the Trustee of a net earnings
certificate showing the net earnings to be as required by Section 6.05 of the
Original Indenture, unless (in addition to all other requirements for the
authentication and delivery of such bonds):
(a) net earnings of the Company after provision for depreciation,
depletion and amortization of property, for any 12 consecutive calendar
months within the 15 calendar months immediately preceding the date on
which such additional bonds are to be issued, shall have been not less than
2 1/4 times the amount of the total annual interest charges upon the funded
debt of the Company to be outstanding immediately after the issue of such
additional bonds; and
(b) the Trustee shall have received a certificate made, signed and
verified by the same persons (including an independent public accountant
where required) as would be required if such certificate were a net
earnings certificate under the Original Indenture, showing the net earnings
of the Company to be as required by the foregoing clause (a) of this
Section 4.3. Such certificate shall show the net earnings and total annual
interest charges referred to in said clause (a).
For the purposes of this Section 4.3, "funded debt" shall mean all
indebtedness created or assumed by the Company maturing one year or more after
the date of the creation or assumption thereof.
For the purposes of this Section 4.3, net earnings of the Company after
provision for depreciation, depletion and amortization of property shall mean
the total operating revenue and other income (net) of the Company less
operating expenses (including provision for depreciation, depletion and
amortization of property) and less taxes (excluding income and excess profits
taxes or other taxes which are imposed on or measured by income). In the
determination of net earnings of the Company the following additional
requirements shall be applicable:
(i) No profits or losses from the sale or abandonment of capital assets
or change in value of securities or other investments shall be taken into
account in making such computations;
(ii) In case the Company shall have sold any property for a consideration
in excess of $5,000,000, within or after the particular period for which
the calculation is made, then, in computing the net earnings of the Company
so available, the net earnings or net losses of such property for the whole
of such period shall be excluded to the extent practicable on the basis of
actual earnings and expenses of such property or on the basis of such
estimates of the earnings and expenses of such property as the signers of a
Treasurer's certificate filed with the Trustee shall deem proper;
(iii) In case the Company shall, within or after the particular period
for which the calculation is made, have acquired (by purchase, merger,
consolidation or otherwise) any property which within six months prior to
the date of acquisition thereof by the Company has been used or operated by
a person or persons other than the Company in a business similar to that in
which it has been or is to be used or operated by the Company, then in
computing the net earnings of the Company so available for such purposes
there shall be included, to the extent that they may not have been
otherwise included, the net earnings or net losses of the property so
acquired for the whole of such period to the extent practicable on the
basis of actual earnings and expenses of such property or on the basis of
such estimates of the earnings and expenses of such property as the signers
of a Treasurer's certificate filed with the Trustee shall deem proper. The
net earnings or net losses of such property for the period preceding such
acquisition shall in such case be ascertained and computed as provided in
this clause (iii) as if such acquired property had been owned by the
Company during the whole of such period;
16
(iv) The "net earnings of property" referred to in clauses (ii) and (iii)
of this Section 4.3 shall mean the net earnings of such property computed
in the manner provided in this definition for the computation of net
earnings of the Company available for the pertinent purposes.
All accounting determinations required by this Section 4.3 shall (except to
the extent, if any, to which the preceding provisions of this Section 4.3 may
conflict with this provision) be made according to the applicable system of
accounts prescribed by the Public Service Commission of Missouri and any
applicable orders of said Commission and (to the extent not prescribed by such
system of accounts or orders) according to generally accepted accounting
principles.
For the purposes of this Section 4.3, the term "Public Service Commission of
Missouri" shall be applicable as provided in Section 4.2 of this Article IV.
Section 4.4. So long as any bonds of the 2012 Series are outstanding, in
order that any interest payment on the bonds of the 2012 Series may be
postponed pursuant to clause (2) of Section 20.07 of the Original Indenture,
there shall be required, in addition to all other prerequisites to such
postponement provided in the Original Indenture, the consent of the owners of
not less than seventy-five percent (75%) in principal amount of bonds of the
2012 Series at the time outstanding, such consent to be given at the same time
as and in the same manner as the consent of the owners of other bonds required
by said clause (2) of Section 20.07 of the Original Indenture.
ARTICLE V
Miscellaneous
Section 5.1. In any case where the date of maturity of interest on or
principal of bonds of the 2012 Series or the date fixed for redemption of any
such bonds shall be in the Borough of Manhattan, The City of New York, or in
the City of St. Louis, State of Missouri, a legal holiday or a day on which
banking institutions are authorized by law to close, then payment of interest
or principal need not be made on such date, but may be made on the next
succeeding date not in The City of New York, or in the City of St. Louis, a
legal holiday or a day on which banking institutions are authorized by law to
close, with the same force and effect as if made on the date of maturity or
the date fixed for redemption, and no interest shall accrue for the period
after such date.
Section 5.2. If and to the extent that any provision hereof or any other
provision of the Mortgage, limits, qualifies, or conflicts with another
provision included in the Mortgage which is required to be included in the
Mortgage by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
of 1939, as amended by the Trust Reform Act of 1990, through operation of
Section 318(c) thereof, such required provisions shall control.
Section 5.3. The Trustee hereby accepts the trust hereby declared and
provided and agrees to perform the same upon the terms and conditions in the
Original Indenture and in this Twenty-Third Supplemental Indenture set forth.
Section 5.4. This Twenty-Third Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Original Indenture and shall
form a part thereof.
Section 5.5. This Twenty-Third Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which, when so executed, shall
be deemed to be an original; but such counterparts shall together constitute
but one and the same instrument.
Section 5.6. Although this Twenty-Third Supplemental Indenture is dated, for
convenience and for purposes of reference, as of October 15, 1997, the actual
dates of execution by the Company and by the Trustee are as indicated by their
respective acknowledgements hereto annexed.
17
In Witness Whereof, Laclede Gas Company, party of the first part, has caused
its corporate name to be hereunto affixed and this instrument to be signed and
sealed by its Executive Vice President--Operations and Marketing, and its
corporate seal to be attested by its Secretary or an Assistant Secretary, for
and in its behalf; and State Street Bank and Trust Company of Missouri, N.A.,
Trustee, party of the second part, in token of its acceptance of the trust
hereby created, has caused its name to be hereunto affixed and this instrument
to be signed and sealed by a Vice President, and its seal to be attested by
its Vice President or an Assistant Vice President.
Laclede Gas Company
By /s/ X.X. Xxxxxx
-----------------------------
X. X. Xxxxxx
Executive Vice President--
Operations and Marketing
ATTEST:
/s/ X.X. Xxxxxxx
--------------------------
X. X. Xxxxxxx
Secretary
(SEAL)
State Street Bank and Trust Company
of Missouri, N.A.,Trustee
By /s/ Xxxxx X. Xxxxx
-------------------------------
Vice President
ATTEST:
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Assistant Vice President
(SEAL)
18
State of Missouri
ss.
City of St. Louis
On this 17th day of October, 1997 before me appeared X. X. Xxxxxx, to me
personally known, who, being by me duly sworn did say that he is the Executive
Vice President--Operations and Marketing of Laclede Gas Company, the
corporation described in and which executed the foregoing instrument, and that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its board of directors, and said X. X. Xxxxxx
acknowledged said instrument to be the free act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and affixed my official seal
in my office in the City of St. Louis, Missouri, the day and year last above
written.
My commission expires June 11, 2000.
/s/ Xxxxx X Xxxxxxx
-----------------------------------
Notary Public
State of Missouri
(SEAL)
19
State of Missouri
ss.
City of St. Louis
On this 17th day of October, 1997 before me appeared Xxxxx X. Xxxxx to me
personally known, who, being by me duly sworn did say that (s)he is a Vice
President of State Street Bank and Trust Company of Missouri, N.A., the national
banking association described in and which executed the foregoing instrument,
and that the seal affixed to the foregoing instrument is the seal of said
association and that said instrument was signed and sealed in behalf of said
association by authority of its board of directors, and said Xxxxx X. Xxxxx
acknowledged said instrument to be the free act and deed of said association.
In Witness Whereof, I have hereunto set my hand and affixed my official seal
in my office in the City of St. Louis, Missouri, the day and year last above
written.
My commission expires June 11, 2000.
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
Notary Public
State of Missouri
(SEAL)
20
