SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 1995
LACLEDE GAS COMPANY
___________________________________________________________________
(Exact name of registrant as specified in its charter)
Missouri 1-1822 43-0368139
___________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identifica-
tion No.)
720 Olive Street St. Louis, Missouri 63101
___________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 342-0500
______________
NONE
___________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Pursuant to an Underwriting Agreement, effective November 16, 1995
(the "Underwriting Agreement"), Laclede Gas Company (the "Registrant"), on
November 21, 1995, sold to the Underwriters named on Schedule I of the
attached Underwriting Agreement $25,000,000 aggregate principal amount of
its First Mortgage Bonds, 6 1/2% Series due November 15, 2010 (the "Bonds").
The Bonds have been issued under a Mortgage and Deed of Trust, dated as of
February 1, 1945, under which Mercantile Bank of St. Louis National
Association is successor Trustee. Such Mortgage and Deed of Trust had
previously been amended and supplemented and has been further supplemented
by a Twenty-Second Supplemental Indenture, dated as of November 15, 1995
(the "Supplemental Indenture"). The registration statement on Form S-3 with
respect to the First Mortgage Bonds of the Registrant, including the Bonds
(File No. 33-60996), was filed by the Registrant on April 13, 1993 and
declared effective by the Securities and Exchange Commission on April 21,
1993. Copies of the Underwriting Agreement and the Supplemental Indenture
are attached hereto as Exhibits 1.01 and 4.01, respectively.
Item 7. Exhibits.
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Reference is made to the information contained in the
Index to Exhibits filed as part of this Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LACLEDE GAS COMPANY
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(Registrant)
By: GERALD T. MCNEIVE, JR.
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Gerald T. McNeive, Jr.
Senior Vice President-
Finance and Chief Financial
Officer
November 30, 1995
_________________
(Date)
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Index to Exhibits
Exhibit No.
__________
1.01 Underwriting Agreement, dated
November 16, 1995, entered into by the
Registrant and the Underwriters
relating to the Bonds.
4.01 Twenty-Second Supplemental Indenture dated
as of November 15, 1995, to Company's
Mortgage and Deed of Trust, dated as
of February 1, 1945.
UNDERWRITING AGREEMENT
For the Purchase of
$25,000,000 Aggregate Principal Amount of
First Mortgage Bonds, 6 1/2% Series due November 15, 2010
of Laclede Gas Company
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Laclede Gas Company
c/o Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
Section 1. Purchase and Sale. On the basis of the representations
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and warranties, and subject to the terms and conditions set forth in this
agreement ("Underwriting Agreement"), each of the Underwriters (as defined in
Section 2 hereof) shall purchase from Laclede Gas Company ("Company"),
severally and not jointly, and the Company shall sell to each of the
Underwriters, the principal amount of the Company's First Mortgage Bonds
("Bonds") set forth opposite the name of such Underwriter in Schedule I hereto
at the price (stated as a percentage of the principal amount of the Bonds) and
interest rate per annum as specified in Schedule II hereto, plus accrued
interest, if any, from the fifteenth day of the month in which such Bonds are
issued to the Closing Date (as defined in Section 6(a) hereof).
Section 2. Underwriters and Representative. The term "Underwriters",
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as used herein, shall be deemed to mean the several persons, firms or
corporations named in Schedule I hereto, and the term "Representative", as used
herein, shall be deemed to mean the representative or representatives of such
Underwriters by whom or on whose behalf this Underwriting Agreement is signed.
If there shall be only one person, firm or corporation named in such Schedule
I, the term "Underwriters" and the term "Representative", as used herein, shall
mean that person, firm or corporation. All obligations of the Underwriters are
several and not joint.
Section 3. Description of Bonds. The Company proposes to issue and
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sell the Bonds under its Mortgage and Deed of Trust, dated as of February 1,
1945, as supplemented and as it will be further supplemented by a supplemental
indenture ("Supplemental Indenture")
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relating to the Bonds to be dated as of the fifteenth day of the calendar month
in which the Bonds are issued. Such Mortgage and Deed of Trust as supplemented
and to be supplemented by the Supplemental Indenture is hereinafter referred
to as the "Mortgage". The Bonds are more fully described in the Basic
Prospectus hereinafter referred to and in the Company's letter, dated November
9, 1995, to prospective underwriters of the Bonds.
Section 4. Representations and Warranties of the Company. The
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Company represents and warrants that:
(a) It has filed with the Securities and Exchange Commission
("Commission") a registration statement (No. 33-60996) for the
registration of the Bonds under the Securities Act of 1933, as amended
("Securities Act"), and the registration statement has become effective.
The prospectus forming a part of such registration statement, as it
heretofore initially became effective, including all documents
incorporated therein by reference at that time pursuant to Item 12 of
Form S-3 under the Securities Act, is hereinafter referred to as the
"Basic Prospectus". In the event that the Basic Prospectus shall have
been amended, revised or supplemented (but excluding any supplement to
the Basic Prospectus relating solely to First Mortgage Bonds that are not
included in the Bonds) prior to the date of this Underwriting Agreement,
or if the Company files any documents pursuant to Section 13 or 14 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), after the
time the registration statement initially became effective and up to the
date of this Underwriting Agreement (but excluding documents incorporated
therein by reference relating solely to First Mortgage Bonds that are not
included in the Bonds), which documents are deemed to be incorporated by
reference in the Basic Prospectus, the term "Basic Prospectus" as used
herein shall also mean such prospectus as so amended, revised or
Supplemented. Such registration statement, as it initially became
effective and as it may have been amended by any amendment thereto
(including for these purposes as an amendment any document incorporated
by reference in the Basic Prospectus), and the Basic Prospectus, as it
shall be supplemented to reflect the terms of offering and sale of the
Bonds by a prospectus supplement ("Prospectus Supplement") to be filed
with the Commission pursuant to Rule 424 under the Securities Act ("Rule
424"), are hereinafter referred to as the "Registration Statement" and
the "Prospectus", respectively. After the date of this Underwriting
Agreement, the Company will not file (i) without prior notice to the
Representative and to Winthrop, Stimson, Putnam & Roberts ("Counsel for
the Underwriters"), (A) any amendment to the Registration Statement
(excluding any amendment relating solely to First Mortgage Bonds that are
not included in the Bonds) or supplement to the Prospectus or (B) prior
to the time the Prospectus is filed with the Commission pursuant to Rule
424, any document that is to be incorporated by reference in, or any
supplement (including the Prospectus Supplement) to, the Basic Prospectus
or (ii) any such amendment, supplement or document to which the
Representative or such counsel shall reasonably object in writing. For
purposes of this Underwriting Agreement, any document that is filed with
the Commission after the date of this Underwriting Agreement and is
incorporated by reference in the Prospectus (except documents
incorporated by reference relating solely to First Mortgage Bonds that
are not included in the Bonds) pursuant to Item 12 of Form S-3 under the
Securities Act shall be deemed a supplement to the Prospectus.
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(b) When the Prospectus is filed with the Commission pursuant to
Rule 424 and at the Closing Date, the Registration Statement and the
Prospectus, as they may then be amended or supplemented, and the Mortgage
will fully comply in all material respects with the applicable provisions
of the Securities Act and the Trust Indenture Act of 1939, as amended
("Trust Indenture Act"), and the rules and regulations of the Commission
under such Acts, or pursuant to such rules and regulations will be deemed
to comply therewith; on the date it became effective the Registration
Statement did not, and, on the date that any post-effective amendment to
the Registration Statement became or becomes effective (including the
filing with the Commission under the Exchange Act of the Annual Report on
Form 10-K of the Company for any fiscal year ending after the
Registration Statement initially became effective, but excluding any
post-effective amendment relating solely to First Mortgage Bonds that are
not included in the Bonds), the Registration Statement, as amended by
such post-effective amendment, did not or will not, as the case may be,
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; at the time the Prospectus is filed
with the Commission pursuant to Rule 424 and on the Closing Date, the
Prospectus, as it may then be amended or supplemented, will not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading, and at such time
and on such dates the documents then incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3 under the Securities Act will
fully comply in all material respects with the applicable provisions of
the Exchange Act and the rules and regulations of the Commission
thereunder, and, when read together with the Prospectus, or the
Prospectus as it may then be amended or supplemented, will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading; provided, however, that the foregoing representations and
warranties in this Section 4(b) shall not apply to statements or
omissions made in reliance upon and in conformity with written
information furnished to the Company by or through the Representative on
behalf of any Underwriter for use in connection with the preparation of
the Registration Statement or the Prospectus, as they may be amended or
supplemented, or to any statements in or omissions from the Statement of
Eligibility on Form T-1 under the Trust Indenture Act of the trustee
under the Mortgage.
(c) The consummation by the Company of the transactions herein
contemplated and the fulfillment of the terms hereof will not result in a
breach of any of the terms or provisions of, or constitute a default
under, the Company's Articles of Incorporation, as amended, or the By-
Laws, as currently in effect, or any indenture, mortgage, deed of trust
or other agreement or instrument to which the Company is now a party by
succession or otherwise, or any order, rule or regulation applicable to
the Company of any court or of any federal or state regulatory board or
body or administrative agency having jurisdiction over the Company or its
property.
(d) Since the most recent date as of which information is given in
the Prospectus, there has not been any change in the business, properties
or condition (financial or otherwise) of the Company except changes
arising from transactions in the ordinary
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course of business, none of which alone or in the aggregate has had a
material adverse effect on the business, properties or condition
(financial or otherwise) of the Company, in each case other than as
referred to in, or contemplated by, the Prospectus.
Section 5. Offering. Forthwith upon the execution of this
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Underwriting Agreement, the Representative, acting on behalf of the
Underwriters, shall advise the Company whether or not a public offering
of the Bonds is to be made, and, if so, shall furnish to the Company
(which information shall be confirmed in writing as soon as practicable
thereafter) (a) the information with respect to any proposed reoffering
of the Bonds and related matters that are required to complete the
Prospectus Supplement or any post-effective amendment to the Registration
Statement that may be required and a copy of any "agreement among
underwriters"; and (b) if a post-effective amendment to the Registration
Statement is required, a consent, if necessary, to the filing of the
post-effective amendment and an acceptable power-of-attorney, if
necessary, authorizing an available individual to sign the consent on its
behalf. Such information, consent and power-of-attorney may be provided by
telex or facsimile transmission (in the case of such consent or power-of-
attorney, followed promptly by an executed copy). Nothing in this
Underwriting Agreement shall be construed to require that the Underwriters
make any such public offering on a "fixed price" basis; and the
Representative agrees to notify the Company in writing of any change in
the plan of distribution of the Bonds that would require a supplement to
the Prospectus or an amendment to the Registration Statement.
Section 6. Time and Place of Closing.
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(a) Delivery of the Bonds shall be made to the Representative for the
accounts of the respective Underwriters at the offices of Chemical Bank,
New York, N.Y., and payment therefor by check or checks, payable to the
Company or its order in The City of New York in Federal Reserve Funds or
by written evidence satisfactory to Company in other immediately
available funds, shall be made at the offices of Winthrop, Stimson, Putnam
& Roberts, One Battery Park Plaza, New York, New York, in each case at
10:00 A.M., New York time, on a date that is three Business Days after the
date of this Underwriting Agreement, or at such other place, time and/or
earlier date as the Representative and the Company may agree upon in
writing. The hour and date of such delivery and payment are herein called
the "Closing Date". The Bonds shall be delivered to the Representative at
the Closing Date for the respective accounts of the Underwriters in
registered form in such authorized denominations and registered in such
names as the Representative may reasonably request in writing at least
three Business Days (as defined below) prior to the Closing Date, or, to
the extent not so requested, in the names of the respective Underwriters
in such denominations as the Company shall determine. The Company agrees
to make the Bonds available to the Representative for checking not later
than 2:30 P.M., New York time, on the last business day preceding the
Closing Date at the offices of Chemical Bank, New York, New York, or at
such other place, time and/or date as may be agreed upon between the
Company and the Representative. If the Representative shall request that
any Bond be registered in a name other than that of an Underwriter, such
Underwriter shall pay the transfer taxes resulting from such issuance.
"Business Day" shall mean any day on which the Commission and banks in The
City of New York are open.
(b) If any Underwriter shall fail or refuse (whether for some reason
sufficient to justify its termination of its obligations to purchase or
otherwise) to purchase the Bonds that it
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had agreed to purchase, the Company shall immediately notify the
Representative, and the Representative may, within 24 hours of receipt of
such notice, procure some other responsible party or parties satisfactory
to the Company, to purchase or agree to purchase such Bonds on the terms
herein set forth; and, if the Representative shall fail to procure a
satisfactory party or parties to purchase or agree to purchase such Bonds
on such terms within such period after the receipt of such notice, then
the Company shall be entitled to an additional period of 24 hours within
which to procure another party or parties to purchase or agree to
purchase such Bonds on the terms set forth in this Underwriting
Agreement. In any such case, either the Representative or the Company
shall have the right to postpone the Closing Date for a period not to
exceed three full Business Days from the date determined as provided in
this Section 6(b), in order that the necessary changes in the
Registration Statement and the Prospectus and any other documents and
arrangements may be effected. If the Representative and the Company
shall fail to procure a satisfactory party or parties, as above provided,
to purchase or agree to purchase such Bonds, then this Underwriting
Agreement shall terminate. In the event of any such termination, the
Company shall not be under any liability to any Underwriter (except to
the extent, if any, provided in Section 7(h) hereof), nor shall any
Underwriter (other than an Underwriter who shall have failed or refused
to purchase Bonds without some reason sufficient to justify, in
accordance with the terms of this Underwriting Agreement, its termination
of its obligations under this Underwriting Agreement) be under any
liability to the Company. Nothing contained in this Section 6(b) shall
release any defaulting Underwriter from its liability to the Company for
damages occasioned by its default under this Underwriting Agreement.
Section 7. Covenants of the Company. The Company agrees:
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(a) To deliver to the Representative a signed copy of the
registration statement relating to the Bonds as originally filed and of
all amendments thereto or a conformed copy thereof certified by an
officer of the Company to be in the form filed.
(b) To deliver to the Underwriters, through the Representative, as
many copies of the Prospectus, and any amendments or supplements thereto,
as the Representative may reasonably request.
(c) To cause the Prospectus, and any amendments or supplements
thereto, to be filed with the Commission pursuant to Rule 424 as soon as
practicable and advise the Representative promptly of the issuance of any
stop order under the Securities Act with respect to the Registration
Statement or the institution of any proceedings therefor of which the
Company shall have received notice. The Company will use its best
efforts to prevent the issuance of any such stop order and to secure the
prompt removal thereof if issued.
(d) During such period of time (not exceeding nine months) after the
Prospectus has been filed with the Commission pursuant to Rule 424 as the
Underwriters are required by law to deliver a prospectus relating to the
Bonds, if (i) any event relating to or affecting the Company or of which
the Company shall be advised in writing by the Representative shall occur
as a result of which in the Company's opinion the Prospectus, as then
amended or supplemented, would include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in the light of
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the circumstances under which they were made, not misleading or (ii) it
shall be necessary to amend or supplement the Registration Statement or
the Prospectus to comply with the Securities Act or the Exchange Act or
in each case the rules and regulations of the Commission thereunder, to
amend or supplement the Prospectus or the Registration Statement, as the
case may be, by either (A) preparing and filing with the Commission and
furnishing to the Representative at the Company's expense a reasonable
number of copies of a supplement or supplements or an amendment or
amendments to the Prospectus or the Registration Statement, as the case
may be, or (B) making an appropriate filing pursuant to Section 13 or 14
of the Exchange Act that will correct such statement or omission or
effect such compliance; provided, however, that should such event relate
solely to the activities of any of the Underwriters, then the
Underwriters shall assume the expense of preparing any such amendment or
supplement. In case any Underwriter is required to deliver a prospectus
relating to the Bonds after the expiration of nine months from the date
the Prospectus is filed with the Commission pursuant to Rule 424, the
Company, upon the request of the Representative, will furnish to the
Representative, at the expense of such Underwriter, a reasonable quantity
of a supplemented or amended Prospectus or supplements or amendments to
the Prospectus complying with Section 10(a) of the Securities Act.
(e) During such period of time after the date the Prospectus is filed
with the Commission pursuant to Rule 424 as a prospectus relating to the
Bonds is required to be delivered under the Securities Act, to file
promptly all documents required to be filed with the Commission pursuant
to Section 13 or 14 of the Exchange Act.
(f) To make generally available to its security holders, as soon as
practicable, an earning statement (which need not be audited) in
reasonable detail covering a period of at least twelve months beginning
after the "effective date of the registration statement" within the
meaning of Rule 158 under the Securities Act, which earning statement
shall be in such form, and be made generally available to security
holders in such a manner, so as to comply with the requirements of
Section 11(a) of the Securities Act and Rule 158 promulgated under the
Securities Act.
(g) At any time within six months after the date of this Underwriting
Agreement, to execute such documents, furnish such proper information as
may be lawfully required and otherwise cooperate in qualifying the Bonds
for offer and sale under the blue-sky laws of such jurisdictions as the
Representative may reasonably designate; provided, however, that the
Company shall not be required to qualify as a foreign corporation or
dealer in securities, to file any consents to service of process under
the laws of any jurisdiction, or to meet any other requirements deemed by
the Company to be unduly burdensome.
(h) Except as herein otherwise provided, to pay all expenses and
taxes (except transfer taxes) in connection with (i) the preparation and
filing by it of the Registration Statement and all other documents
prepared in order to carry out the transactions contemplated thereby,
(ii) the issuance and delivery of the Bonds, (iii) the preparation,
execution, filing and recording of the Supplemental Indenture, (iv) the
qualification of the Bonds under the blue-sky laws of various
jurisdictions up to a maximum qualification
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cost to it of $3,500, (v) the fees and disbursements of Counsel for the
Underwriters in connection with the preparation of a blue-sky survey in
connection with the Bonds and (vi) the printing and delivery to the
Underwriters, through the Representative, of reasonable quantities of
copies of the Registration Statement and the Prospectus, and any
amendment or supplement thereto, except as otherwise provided in Section
7(d) hereof. The Company shall not, however, be required to pay any
amount for any expenses of the Representative or any of the Underwriters,
except that, if this Underwriting Agreement shall be terminated in
accordance with the provisions of Section 8, 9 or 11 hereof, or if this
Underwriting Agreement is terminated pursuant to Section 6(b) hereof and
could have been terminated in accordance with the provisions of Section
8, 9 or 11 hereof, the Company will reimburse the Representative for (A)
the fee and disbursements of Counsel for the Underwriters, whose fee and
disbursements the Underwriters agree to pay in any other event except to
the extent set forth in clauses (iv) and (v) of the preceding sentence,
and (B) their reasonable out-of-pocket expenses, in an amount not
exceeding $10,000 incurred in contemplation of the performance of this
Underwriting Agreement. The Company shall not in any event be liable to
any of the Underwriters for damages on account of loss of anticipated
profits.
(i) Not to sell any additional First Mortgage Bonds (other than First
Mortgage Bonds of one or more other series and having a maturity or
maturities different from the date of maturity of the Bonds and with
respect to which the Company shall have entered into a contract for sale
on the same day as the date of this Underwriting Agreement) without the
consent of the Representative until the earlier to occur of (i) the
Closing Date and (ii) in the case of an initial reoffering at a fixed
price by the Underwriters, the date of the termination of the fixed price
offering restrictions applicable to the Underwriters. The Representative
agrees to notify the Company of such termination if it occurs prior to
the Closing Date.
Section 8. Conditions of Underwriters' Obligations. The obligations
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of the Underwriters to purchase and pay for the Bonds shall be subject to
the accuracy of the representations and warranties made herein on the
part of the Company and to the following conditions:
(a) The Prospectus, and any amendments or supplements thereto, shall
have been filed with the Commission pursuant to Rule 424 prior to 5:30
P.M., New York time, on the first Business Day after the date of this
Underwriting Agreement or at such later time and date as may be approved
by the Representative.
(b) No stop order suspending the effectiveness of the Registration
Statement shall be in effect at or prior to the Closing Date and at the
Closing Date the Representative shall have received a certificate, dated
the Closing Date and signed by an officer of the Company, to the effect
that no such stop order has been or is in effect and that no proceedings
for such purpose are pending before, or to the knowledge of the Company
threatened by, the Commission.
(c) Prior to 5:00 P.M., New York time, on the first day after the
date of this Underwriting Agreement, or such later time and date as may
be approved in writing from
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time to time by the Representative, there shall have been issued, and on
the Closing Date there shall be in full force and effect, an appropriate
order of the Missouri Public Service Commission authorizing the issuance
and sale of the Bonds on the terms herein set forth or contemplated.
(d) At the Closing Date, the Representative shall have received from
Donald L. Godiner, Esq., Senior Vice President, General Counsel and
Secretary of the Company, and from Winthrop, Stimson, Putnam & Roberts,
Counsel for the Underwriters, opinions (with a conformed copy of each for
each of the Underwriters) in substantially the form and substance set
forth in Exhibits A and B hereto, respectively, (i) with such changes
therein as may be agreed upon by the Company and the Representative, with
the approval of Counsel for the Underwriters; and (ii) if the Prospectus
shall be supplemented after the Prospectus shall have been filed with the
Commission pursuant to Rule 424, with changes therein to reflect such
supplementation.
(e) At or prior to the Closing Date, the Representative shall have
received from Deloitte & Touche LLP a letter (with a conformed copy for
each of the Underwriters) to the effect that (i) they are independent
certified public accountants with respect to the Company within the
meaning of the Securities Act and the applicable rules and regulations of
the Commission thereunder; (ii) in their opinion, the consolidated
financial statements audited by them and included or incorporated by
reference in the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Securities Act and the
Exchange Act and in each case the rules and regulations of the Commission
thereunder; (iii) on the basis of a reading of the latest available
unaudited amounts of utility operating income and net income included or
incorporated by reference in the Registration Statement and the related
unaudited consolidated financial statements from which these amounts were
derived, the latest available unaudited consolidated financial statements
of the Company and its subsidiaries, the minutes of the meetings of the
Board of Directors and the stockholders of the Company since the close of
the most recent audited fiscal year to a specified date not more than
five days prior to the Closing Date, and inquiries of officers of the
Company who have responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not constitute an
examination made in accordance with generally accepted auditing standards
and they would not necessarily reveal matters of significance with
respect to the comments made in such letter, and accordingly that
Deloitte & Touche LLP makes no representations as to the sufficiency of
such procedures for the several Underwriters' purposes), nothing has come
to their attention that caused them to believe that (A) any material
modifications should be made to the unaudited consolidated financial
statements included or incorporated by reference in the Prospectus for
them to be in conformity with generally accepted accounting principles or
any such consolidated financial statements do not comply with the
applicable accounting requirements of the Securities Act or the Exchange
Act or in each case the rules and regulations of the Commission
thereunder and (B) during the period (1) from the date of the most recent
consolidated balance sheet of the Company and its subsidiaries included
or incorporated by reference in the Prospectus to a specified date not
more than five days prior to the Closing Date, there was any change in
the capital stock or long-term debt of the Company, or decrease in its
net assets or (2) consisting of the twelve months ended as of the date of
the Company's most
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recently available unaudited financial statements, there were any
decreases as compared with the comparable period of the preceding year,
in the Company's operating revenues, net income and earnings available
for common stock, except in all instances for changes or decreases that
the Prospectus discloses have occurred or may occur, for declarations of
dividends, for the repayment of long-term debt, for the amortization of
premium or discount on long-term debt, for the redemption or purchase of
preferred stock for sinking fund purposes, or for changes or decreases as
set forth in such letter, identifying the same and specifying the amount
thereof; (iv) they have read the unaudited ratios of earnings to fixed
charges and the most recent earnings coverage ratios included or
incorporated by reference in the Prospectus containing such ratios and
have found such ratios to be in agreement with the appropriate records of
the Company and the computations to be arithmetically correct and (v)
such other matters as the Representative may reasonably request are in
form and substance reasonably satisfactory to the Representative.
(f) At the Closing Date, the Representative shall have received a
certificate, dated the Closing Date and signed by an officer of the
Company, to the effect that since the most recent date as of which
information is given in the Prospectus, there has not been any change in
the business, properties or condition (financial or otherwise) of the
Company except changes arising from transactions in the ordinary course
of business, none of which alone or in the aggregate has had a material
adverse effect on the business, properties or condition (financial or
otherwise) of the Company, in each case other than as referred to in, or
contemplated by, the Prospectus.
(g) All legal proceedings to be taken in connection with the issuance
and sale of the Bonds shall have been satisfactory in form and substance
to Counsel for the Underwriters.
If any of the conditions specified in this Section 8 shall not have
been fulfilled, this Underwriting Agreement may be terminated by the
Representative with the consent of the Underwriters, who may include the
Representative, which have agreed to purchase in the aggregate 50% or
more of the principal amount of the Bonds, upon notice thereof to the
Company. Any such termination shall be without liability of any party to
any other party, except as otherwise provided in Section 7(h) hereof.
Section 9. Conditions of Company's Obligations. The obligations of
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the Company hereunder shall be subject to the following conditions:
(a) The Prospectus, and any amendments or supplements thereto, shall
have been filed with the Commission pursuant to Rule 424 prior to 5:30
P.M., New York time, on the first Business Day after the date of this
Underwriting Agreement, or such later time and date as may be approved by
the Company.
(b) No stop order suspending the effectiveness of the Registration
Statement shall be in effect at or prior to the Closing Date, and no
proceedings for that purpose shall be pending before, or threatened by,
the Commission on the Closing Date.
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(c) Prior to 5:00 P.M., New York time, on the first day after the
date of this Underwriting Agreement, or such later time and date as may
be approved from time to time by the Company, there shall have been
issued, and on the Closing Date there shall be in full force and effect,
an appropriate order of the Missouri Public Service Commission
authorizing the issuance and sale of the Bonds on the terms herein set
forth or contemplated and containing no provision unacceptable to the
Company by reason of the fact that it is, in the judgment of the Company,
materially adverse to the Company, it being understood that no order
heretofore issued contains any such unacceptable provision.
In case any of the conditions specified in this Section 9 shall not have
been fulfilled, this Underwriting Agreement may be terminated by the Company
upon notice thereof to the Representative. Any such termination shall be
without liability of any party to any other party, except as otherwise provided
in Section 7(h) hereof.
Section 10. Indemnification.
----------------
(a) The Company shall indemnify, defend and hold harmless each
Underwriter and each person who controls any Underwriter within the
meaning of Section 15 of the Securities Act from and against any and all
losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Securities Act or any other
statute or common law and shall reimburse each such Underwriter and
controlling person for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar as such
losses, claims, damages, liabilities, expenses or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in a preliminary prospectus relating to the
Bonds, or in the Basic Prospectus (if used prior to the date the
Prospectus is filed with the Commission pursuant to Rule 424), or in the
Registration Statement or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been furnished), or in
the Company's latest available Annual Report to Shareholders, to the
extent portions thereof are incorporated by reference, directly or
indirectly, in a preliminary prospectus relating to the Bonds, or in the
Basic Prospectus (if used prior to the date the Prospectus is filed with
the Commission pursuant to Rule 424), or in the Registration Statement or
the Prospectus, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they
were made not misleading; provided, however, that the indemnity agreement
contained in this Section 10(a) shall not apply to any such losses,
claims, damages, liabilities, expenses or actions arising out of, or
based upon, any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission was made
in reliance upon and in conformity with written information furnished to
the Company by or through the Representative on behalf of any Underwriter
for use in connection with the preparation of the Registration Statement
or the Prospectus or any amendment or supplement to either thereof, or
arising out of, or based upon, statements in or omissions from that part
of the Registration Statement that shall constitute the Statement of
Eligibility on Form T-1 under the Trust Indenture Act
-10-<PAGE>
<PAGE>
of the trustee under the Mortgage; provided further, however, that the
indemnity agreement contained in this Section 10(a) shall not inure to
the benefit of any Underwriter or of any person controlling any
Underwriter on account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of Bonds to any person if there
shall not have been given or sent to such person on behalf of such
Underwriter (i) with or prior to the written confirmation of the sale to
such person, a copy of the Prospectus as then amended or supplemented
(exclusive for this purpose of any amendment or supplement relating to
any offering of First Mortgage Bonds that are not included in the Bonds
and of any document incorporated by reference pursuant to Item 12 of Form
S-3 under the Securities Act), unless the failure to so give or send
resulted from the Company's failure to comply with Section 7(b) hereof,
and (ii) as soon as available after such written confirmation, a copy of
any amendment or supplement to the Prospectus (exclusive for this purpose
of any document incorporated by reference pursuant to Item 12 of Form S-3
under the Securities Act) that the Company shall thereafter furnish,
pursuant to Section 7(d) hereof, relating to an event occurring prior to
the payment for and delivery to such person of the Bonds involved in such
sale. The indemnity agreement of the Company contained in this section
and the representations and warranties of the Company contained in
Section 4 hereof shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter
or any such controlling person, and shall survive the delivery of the
Bonds.
(b) Each Underwriter shall indemnify, defend and hold harmless the
Company, its directors and officers, and each person who controls any of
the foregoing within the meaning of Section 15 of the Securities Act,
from and against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under
the Securities Act or any other statute or common law and shall reimburse
each of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any action, insofar as such
losses, claims, damages, liabilities, expenses or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus,
as amended or supplemented (if any amendments or supplements thereto
shall have been furnished), or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company by or through the Representative on behalf of
such Underwriter for use in connection with the preparation of the
Registration Statement or the Prospectus or any amendment or supplement
to either thereof. The indemnity agreement of the respective
Underwriters contained in this Section 10(b) shall remain operative and
in full force and effect regardless of any investigation made by or on
behalf of the Company, its directors or officers, any such Underwriter,
or any such controlling person, and shall survive the delivery of the
Bonds.
(c) The Company and the several Underwriters each shall, upon the
receipt of notice of the commencement of any action against it or any
person controlling it as aforesaid, in respect of which indemnity may be
sought on account of any indemnity
-11-<PAGE>
<PAGE>
agreement contained herein, promptly give written notice of the
commencement thereof to the party or parties against whom indemnity shall
be sought hereunder, but the omission so to notify the indemnifying party
or parties of any such action shall not relieve such indemnifying party
or parties from any liability that it or they may have to the indemnified
party under such indemnity agreement except to the extent that it has or
they have been prejudiced in any material respect by such omission or
from any liability that it or they may have to such indemnified party
otherwise than on account of such indemnity agreement. In case such
notice of any such action shall be so given, any such indemnifying party
shall be entitled to participate at its own expense in the defense or, if
it so elects, to assume (in conjunction with any of such other
indemnifying parties) the defense of such action, in which event such
defense shall be conducted by counsel chosen by such indemnifying party
or parties and satisfactory to the indemnified party or parties, in its
or their reasonable judgment, who shall be defendant or defendants in
such action, and such indemnified party or parties shall bear the fees
and expenses of any additional counsel retained by it or them; provided,
however, that if any such indemnifying party shall elect not to assume
the defense of such action, such indemnifying party will reimburse such
indemnified party or parties for the reasonable fees and expenses of any
counsel retained by such indemnified party or parties; provided further,
however, that if the defendants in any such action include both such
indemnifying party or parties and such indemnified party or parties,
then, at the request of such indemnified party or parties, such
indemnifying and indemnified party or parties shall mutually select
special counsel (whose fees and disbursements shall be shared equally by
such indemnifying and indemnified party or parties) for the sole purpose
of determining if a conflict of interest is or may be involved if the
same counsel were to represent both such indemnifying party or parties
and such indemnified party or parties and, if such special counsel
determines that such a conflict does or may exist, such indemnified party
or parties shall have the right to select separate counsel satisfactory
to such indemnifying party or parties to participate in the defense of
such action on behalf of such indemnified party or parties (it being
understood, however, that such indemnifying party or parties shall not be
liable for the expenses of more than one separate counsel representing
such indemnified party or parties who are parties to such action plus any
local counsel retained by such indemnified party or parties in its or
their reasonable judgment). Notwithstanding the foregoing, such
indemnifying party or parties shall not be liable for any settlement of
any action or claim effected without its or their consent, which consent
shall not be unreasonably withheld.
Section 11. Termination. This Underwriting Agreement may be
------------
terminated at any time prior to the Closing Date by the Representative
with the consent of Underwriters, who may include the Representative,
which have agreed to purchase in the aggregate 50% or more of the
principal amount of the Bonds, if, prior to such time, (i) trading in
securities on the New York Stock Exchange shall have been generally
suspended, (ii) minimum or maximum ranges for prices shall have been
generally established on the New York Stock Exchange by the New York Stock
Exchange, the Commission or other governmental authority, (iii) a general
banking moratorium shall have been declared by federal or New York State
authorities, (iv) there shall have been any downgrading in the rating of
any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g)
under the Securities Act), or any public announcement that any such
organization has under
-12-<PAGE>
<PAGE>
surveillance or review its rating of any debt securities of the Company
(other than an announcement with positive implications of a possible
upgrading and no implication of a possible downgrading of such rating),
(v) there shall have occurred any outbreak of hostilities, or escalation
thereof, or other national or international calamity or crisis, the effect
of which on the financial markets of the United States shall be such as
to make it impracticable or inadvisable for the Underwriters in the
reasonable judgment of the Representative to proceed with the public
offering or the delivery of the Bonds on the terms and in the manner
contemplated by the Prospectus, (vi) there shall have occurred any change,
or any development involving a prospective change, in or affecting the
business or properties of the Company the effect of which is, in the
reasonable judgment of the Representative, so material and adverse as to
make it impractical or inadvisable to proceed with the delivery of the
Bonds or (vii) in the reasonable judgment of the Representative, the
subject matter of any amendment or supplement (prepared by the Company) to
the registration statement relating to the Bonds, the Basic Prospectus,
the Registration Statement or the Prospectus (except for information
relating to the public offering of the Bonds or to the activity of any
Underwriter or Underwriters) filed or issued after the effectiveness of
this Underwriting Agreement by the Company shall have materially impaired
the marketability of the Bonds. Any termination hereof pursuant to this
Section 11 shall be without liability of any party to any other party,
except as otherwise provided in Section 7(h) hereof.
Section 12. Miscellaneous. This Underwriting Agreement shall be a
--------------
New York contract and its validity and interpretation shall be governed by the
law of the State of New York. This Underwriting Agreement shall inure to the
benefit of the Company, the Underwriters (including any parties referred to in
Section 6(b) hereof) and, with respect to the provisions of Section 10 hereof,
such parties and each director, officer and controlling person described in
Section 10 hereof, and their respective successors. Nothing herein is intended
or shall be construed to give to any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of any provision
in this Underwriting Agreement. The term "successor" as used in this
Underwriting Agreement shall not include any purchaser, as such purchaser, of
any of the Bonds from any of the Underwriters.
Section 13. Notices. All communications hereunder shall be in writing
--------
and, if to the Underwriters, shall be mailed or delivered, or sent by telex or
facsimile transmission confirmed in writing, to the Representative at the
address set forth below, or, if to the Company, shall be mailed or delivered,
or sent by telex or facsimile transmission confirmed in writing, to it c/o
Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York
10004-1490, Attention: Todd W. Eckland, Esq., with a copy to Donald L. Godiner,
Esq., Senior Vice President, General Counsel and Secretary, Laclede Gas
Company, 720 Olive Street, St. Louis, Missouri 63101.
-13-<PAGE>
<PAGE>
If this Underwriting Agreement, and the interest rate to be borne by the
Bonds and the price to be paid to the Company (as set forth in Schedule II
hereto), are in accordance with your understanding of our agreement, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between the Company and the several Underwriters in accordance with its terms.
We have submitted this Underwriting Agreement in duplicate with Schedules
I and II filled in.
Very truly yours,
By CS First Boston Corporation
-----------------------------
As Representative of the
Underwriters
By ROBERT A. HANSEN
-----------------------------
Robert A. Hansen
Vice President
By
-----------------------------
Address of Representative:
Park Avenue Plaza
New York, New York 10055
The foregoing Underwriting Agreement is
hereby accepted as of the date set
forth below.
LACLEDE GAS COMPANY
By VERNON O. STEINBERG
--------------------
Vernon O. Steinberg
Vice-President, Treasurer
Dated: 11/16/95
-----------------
-14- <PAGE>
<PAGE>
SCHEDULE I
Principal
Amount
Name of Underwriter of Bonds
- ------------------- --------
CS First Boston Corporation $12,500,000
ABN ARMO Securities (USA) Inc. $12,500,000
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . $25,000,000
<PAGE>
<PAGE>
SCHEDULE II
Form of Proposal
for the Purchase of
$25,000,000 Aggregate Principal Amount of
First Mortgage Bonds,
6 1/2% Series due November 15, 2010
Laclede Gas Company (the "Company")
______________________
Stated interest rate (a multiple of
1/8th of 1%): 6 1/2% per annum
Price to the Company (must be within range
designated by the Company in its letter to the
prospective Underwriters): 99.487% of the principal
amount of the Bonds plus accrued interest from November 15, 1995.
<PAGE>
<PAGE>
Exhibit A
---------
[Opinion of Donald L. Godiner, Esq]
[Letterhead of the Company]
November 21, 1995
CS First Boston Corporation
ABN AMRO Securities (USA) Inc.
c/o CS First Boston Corporation
55 East 52nd Street
New York, New York 10055-0186
As the Underwriters referred to in
the Underwriting Agreement
defined below
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Laclede Gas
Company (the "Company") and have acted in that capacity in connection with the
issuance and sale by the Company pursuant to the Underwriting Agreement dated
November 16, 1995 (the "Underwriting Agreement") between the Company and you
of $25,000,000 aggregate principal amount of its First Mortgage Bonds, 6 1/2%
Series due November 15, 2010 (the "Bonds") issued under the Company's Mortgage
and Deed of Trust, dated as of February 1, 1945, to Mercantile Bank of St.
Louis National Association (formerly Mississippi Valley Trust Company), as
trustee (the "Trustee"), as supplemented and amended by all indentures
supplemental thereto, including the Twenty-Second Supplemental Indenture, dated
as of November 15, 1995 (the "Twenty-Second Supplemental Indenture") (the
Mortgage and Deed of Trust as so supplemented and amended being hereinafter
referred to as the "Mortgage").
I am familiar with the Articles of Incorporation, as amended, and the By-
Laws, as currently in effect, of the Company and the records of various
corporate and other proceedings relating to the authorization, issuance and
sale of the Bonds. I have participated in the preparation of: (a) the Twenty-
Second Supplemental Indenture; (b) the Underwriting Agreement; and (c) the
Registration Statement and the Prospectus (such terms having the same meaning
herein as in the Underwriting Agreement) filed under the Securities Act of
1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission") with respect to the issuance and sale of the
Bonds.
<PAGE>
<PAGE>
I have examined the Annual Report on Form 10-K of the Company for the
fiscal year ended September 30, 1994 (the "Annual Report") and the Quarterly
Reports on Form 10-Q of the Company for the quarterly periods ended December
31, 1994, March 31, 1995 and June 30, 1995 (the "Exchange Act Documents"), each
as filed with the Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and deemed to be incorporated by reference in the
Prospectus.
I have examined a copy of an order dated April 21, 1993, from the
Commission to the Company relating to the effectiveness of the Registration
Statement and the qualification of the Mortgage under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). I have also examined such
other documents and satisfied myself as to such other matters as I have deemed
necessary to render this opinion. In the course of such examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies, and the authenticity of the originals of such latter
documents. I have also relied upon information submitted to me by certain
officers of the Company with respect to the existence or non-existence of
certain facts that form the basis for the opinions set forth herein. Although
I have not conducted any independent investigations of the accuracy of various
matters covered by such information supplied by officers of the Company, I have
no reason to believe that any of the matters covered thereby are inaccurate.
I have also relied on certain documents, instruments and certificates of public
officials. I have not examined the Bonds, except a specimen thereof, and have
relied upon a certificate of the Trustee as to the authentication thereof.
Upon the basis of my familiarity with the foregoing and with the Company's
properties and affairs generally, and as limited by the foregoing
qualifications and limitations, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Missouri.
2. The Company is a public utility corporation, is duly authorized by its
Articles of Incorporation, as amended, to conduct the utility business that it
is described in the Prospectus as conducting, and, by virtue of its possession
of valid and subsisting licenses, franchises and permits, and its compliance
with the laws of the State of Missouri, is duly authorized to conduct such
business in that State. In this regard, it should be noted that the Company
is presently seeking to renew its franchise in Florissant, Missouri, which
expired in 1992.
3. The Company has good and sufficient title to the properties described
as owned by it in and as subject to the lien of the Mortgage, subject only to
excepted encumbrances as defined in the Mortgage, and to minor defects and
encumbrances customarily found in properties of like size and character that
do not materially impair the use of such properties by the Company. Subject
to paragraph 4 hereof, the description of such properties set forth in the
Mortgage is adequate to constitute the Mortgage a lien thereon and the
Mortgage, subject only to minor defects and encumbrances and excepted
encumbrances of the character aforesaid, constitutes a valid, direct and first
mortgage lien upon such properties, which include substantially all of the
permanent physical properties and franchises of the Company (other than those
expressly excepted in the Mortgage). All permanent physical properties and
franchises
-2-<PAGE>
<PAGE>
(other than those expressly excepted in or released from the Mortgage) that
have been or hereafter may be acquired by the Company after the date of the
Twenty-Second Supplemental Indenture have become or, upon such acquisition,
will become subject to the lien of the Mortgage, subject, however, to liens,
defects and encumbrances, if any, existing or placed thereon at the time of the
acquisition thereof by the Company and except as limited by bankruptcy law.
This opinion, insofar as it relates to the matters set forth in this paragraph
3 and in paragraph 4 hereof, is, in addition to being subject to excepted
encumbrances as defined in the Mortgage, in all respects: (a) subject to the
fact that the Company's leasehold interest in its general offices located at
720 Olive Street, St. Louis, Missouri is subordinated to certain liens and
deeds of trust; (b) subject to minor defects of title and to prior encumbrances
of minor importance upon certain of the properties in which the Company has
acquired gas storage easements, leases, and oil and other rights in the
Company's underground gas storage area, which have no materially adverse effect
on the Company's storage of gas or production of oil; and (c) subject to
defects of title with respect to certain real estate of minor importance
acquired by the Company since February 1, 1945.
4. The Twenty-Second Supplemental Indenture has been recorded in the
office of the Secretary of State of the State of Missouri pursuant to Section
443.451 of the Missouri Revised Statutes, and the liens created by the Twenty-
Second Supplemental Indenture have become effective as to and enforceable
against third parties. All permanent physical properties and franchises of the
Company (other than those expressly excepted in or released from the Mortgage)
presently owned by the Company are subject to the lien of the Mortgage, subject
to minor defects and encumbrances, excepted encumbrances of the character
referred to in paragraph 3 hereof, and subject to the last sentence of
paragraph 3 hereof.
5. The Mortgage has been duly and validly authorized by all necessary
corporate action of the Company, has been duly and validly executed and
delivered by the Company, is a valid and binding instrument enforceable against
the Company in accordance with its terms, assuming the due authorization,
execution and delivery thereof by the Trustee and except as the same may be
limited by certain laws and judicial decisions of the United States of America
and the law of the State of Missouri (where the property covered thereby is
located) affecting the remedies for the enforcement of the security provided
for therein, which laws do not, in my opinion, make inadequate the remedies
necessary for the realization of the benefits of such security, and subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing. The
Mortgage has been duly qualified under the Trust Indenture Act.
6. The statements made in the Prospectus under the captions "Description
of New Bonds" and "Supplemental Description of New Bonds," insofar as they
purport to constitute summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents in all material
respects.
7. The Bonds have been duly authorized by the Company and, assuming due
authentication thereof by the Trustee and upon payment therefor and delivery
thereof in accordance with the Underwriting Agreement, subject to the
qualifications in paragraph 5 above, will constitute valid
-3- <PAGE>
<PAGE>
and legally binding obligations of the Company enforceable against the Company
in accordance with their terms and entitled to the benefit and security of the
Mortgage equally and ratably (except as set forth in the Bonds) with the bonds
of other series now outstanding under the Mortgage.
8. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
9. The Registration Statement has become and is effective under the
Securities Act; and, to the best of my knowledge, no proceedings for a stop
order with respect thereto are pending or threatened under Section 8(d) of the
Securities Act.
10. The Missouri Public Service Commission has issued an appropriate
order authorizing, to the extent, in my opinion, such authorization is
necessary, the execution and delivery of the Underwriting Agreement by the
Company and no other approval or consent of any governmental body (other than
in connection or compliance with the provisions of the securities or blue-sky
laws of any jurisdiction) is required for the execution and delivery of the
Underwriting Agreement by the Company.
I have not independently verified the accuracy, completeness or fairness
of the statements made or included in the Registration Statement, the
Prospectus or the Exchange Act Documents and take no responsibility therefor,
except insofar as such statements relate to me and as and to the extent
expressly set forth herein. In the course of the preparation of the
Registration Statement and the Prospectus, I participated in conferences with
certain of the Company's officers and employees, with representatives of
Deloitte & Touche LLP, the independent accountants for the Company, and with
your representatives and counsel. Based on my examination of the Registration
Statement and the Prospectus, and my investigations made in connection with the
preparation of the Registration Statement and the Prospectus and my
participation in the conferences referred to above: (i) I am of the opinion
that the Registration Statement, as of the date it was declared effective by
the Commission, and the Prospectus, as of the date it was filed with the
Commission pursuant to Rule 424(b) under the Securities Act, complied as to
form in all material respects with the requirements of the Securities Act and
the Trust Indenture Act and in each case the applicable rules and regulations
of the Commission thereunder and that the Exchange Act Documents complied as
to form when filed in all material respects with the requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case I express no opinion with respect to the
financial statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the Prospectus or the
Exchange Act Documents, or with respect to the portion of the Prospectus
bearing the caption "Notice to Canadian Residents"; and (ii) I have no reason
to believe that the Registration Statement, as of the date the Annual Report
was filed with the Commission under the Exchange Act, contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not misleading
or that the Prospectus, as of the date hereof, includes any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading, except that in each case I express no opinion or
belief with respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents, or with respect to the
portion of the Prospectus bearing the caption "Notice to Canadian Residents".
-4- <PAGE>
<PAGE>
In passing upon the form of the Registration Statement, the form of the
Prospectus and the form of the Exchange Act Documents, I necessarily assume the
correctness and completeness of the statements made by the Company and
information included therein and take no responsibility therefor, except
insofar as such statements relate to me and as set forth in paragraph 6 above.
I have examined the portions of the information contained in the
Registration Statement that are stated therein to have been made on my
authority and, upon my review thereof, I believe such information to be
correct. I have also examined the opinion of even date herewith rendered to
you by Winthrop, Stimson, Putnam & Roberts, and I concur in the conclusions
expressed therein insofar as they involve questions of Missouri law.
I am also delivering this opinion to Winthrop, Stimson, Putnam & Roberts,
who is entitled to rely upon this opinion to the same extent as if such opinion
were addressed to such firm. This opinion is rendered to Winthrop, Stimson,
Putnam & Roberts and you in connection with the above-described transaction.
This opinion may not be relied upon by Winthrop, Stimson, Putnam & Roberts or
you for any other purpose, or relied upon by or furnished to any other person,
firm or corporation, without my prior written consent.
Very truly yours,
Donald L. Godiner
-5-<PAGE>
<PAGE>
Exhibit B
---------
[Letterhead of Counsel for the Underwriters]
November 21, 1995
CS First Boston Corporation
ABN AMRO Securities (USA) Inc.
c/o CS First Boston Corporation
55 East 52nd Street
New York, New York 10055-0186
As the Underwriters referred to in the
Underwriting Agreement defined below
Ladies and Gentlemen:
We have acted as your counsel in connection with the issuance and sale by
Laclede Gas Company (the "Company") of $25,000,000 aggregate principal amount
of the Company's First Mortgage Bonds, 6 1/2% Series due November 15, 2010 (the
"Bonds"), which have been issued under the Company's Mortgage and Deed of
Trust, dated as of February 1, 1945, to Mercantile Bank of St. Louis National
Association (formerly Mississippi Valley Trust Company), as trustee (the
"Trustee"), as amended and supplemented by all indentures supplemental thereto,
including the Twenty-Second Supplemental Indenture dated as of November 15,
1995 (such Mortgage and Deed of Trust, as so amended and supplemented, being
hereinafter referred to as the "Mortgage"), pursuant to the Underwriting
Agreement dated November 16, 1995 among you and the Company (the "Underwriting
Agreement"). The terms "Registration Statement" and "Prospectus" as used
herein have the same meanings as when used in the Underwriting Agreement.
We have examined the Registration Statement and the Prospectus, which pursuant
to Form S-3 under the Securities Act of 1933, as amended (the "Securities
Act"), is deemed to
<PAGE>
<PAGE>
incorporate by reference the Annual Report on Form 10-K of the Company for the
fiscal year ended September 30, 1994 (the "Annual Report") and the Quarterly
Reports on Form 10-Q of the Company for the quarterly periods ended December
31, 1994, March 31, and June 30, 1995 (the "Exchange Act Documents"), each as
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
we have examined, and have relied as to matters of fact upon, the documents
delivered to you at the closing (except the Bonds, of which we have examined
a specimen), and upon originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations as we have deemed relevant and necessary as a basis
for this opinion.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
With respect to legal matters governed by the laws of the State of
Missouri, we understand that you are relying upon the opinion of Donald L.
Godiner, Esq., Senior Vice President, General Counsel and Secretary of the
Company, of even date, addressed to you. We believe that such opinion is
satisfactory in form and that you are justified in relying thereon and we, on
our part, have relied solely on said opinion as to such matters. We do not
pass upon legal matters regarding title to the properties of the Company,
franchises and permits of the Company, the description of such properties in
the Mortgage, the nature and extent of the lien of the Mortgage, the absence
of liens and encumbrances prior to the lien of the Mortgage or the recordation
or filing of the Mortgage, as to which we understand you are relying upon the
aforesaid opinion of Mr. Godiner.
Based upon the foregoing and subject to the qualifications and limitations
stated herein, we hereby advise you that in our opinion:
1. The Company had full power and authority to execute the Mortgage, and
the Mortgage has been duly authorized, executed and delivered by the Company,
has been qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and, assuming due authorization, execution and delivery
thereof by the Trustee, constitutes a valid and legally binding instrument
enforceable against the Company in accordance with its terms, except as the
same may be limited by the laws of the State of Missouri (where the property
covered thereby is located) affecting the remedies for the enforcement of the
security provided for therein, or as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, by general equitable
principles (regardless of whether enforceability is considered in a proceeding
in equity or at law) and by an implied covenant of good faith and fair dealing.
-2- <PAGE>
<PAGE>
2. The statements made in the Prospectus under the captions "Description
of New Bonds" (other than under the heading "Priority and Security," as to
which we express no opinion) and "Supplemental Description of New Bonds,"
insofar as they purport to constitute summaries of the terms of documents
referred to therein, constitute accurate summaries of the terms of such
documents in all material respects.
3. The Bonds have been duly authorized by the Company and, assuming due
authentication by the Trustee and upon payment and delivery in accordance with
the Underwriting Agreement, subject to the qualifications in paragraph 1 above,
will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to
the benefit and security of the Mortgage equally and ratably (except as set
forth in the Bonds) with the bonds of other series now outstanding under the
Mortgage.
4. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
5. The Registration Statement has become and is effective under the
Securities Act; and, to the best of our knowledge, no proceedings for a stop
order with respect thereto are pending or threatened under Section 8(d) of the
Securities Act.
6. The Missouri Public Service Commission has issued an appropriate order
authorizing, to the extent, in our opinion, such authorization is necessary,
the execution and delivery of the Underwriting Agreement by the Company and no
other approval or consent of any Federal or Missouri governmental body is
required for the execution and delivery of the Underwriting Agreement by the
Company.
We have not independently verified the accuracy, completeness or fairness
of the statements made or included in the Registration Statement, the
Prospectus or the Exchange Act Documents and take no responsibility therefor,
except insofar as such statements relate to us and as and to the extent set
forth in paragraph 2 above. In the course of the preparation by the Company
of the Registration Statement and the Prospectus (excluding the Exchange Act
Documents), we participated in conferences with certain of its officers and
employees, with counsel for the Company, with representatives of Deloitte &
Touche LLP, the independent accountants who examined certain of the Exchange
Act Documents, and with your representatives. We did not participate in the
preparation of the Exchange Act Documents. Based on our examination of the
Registration Statement, the Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the Registration
Statement and the Prospectus (excluding the Exchange Act Documents) and our
participation in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of the date it was declared effective by
the Commission, and the Prospectus, as of the date it was filed with the
Commission pursuant to Rule 424(b) under the Securities Act, complied as to
form in all material respects with the requirements of the Securities Act and
the Trust Indenture Act and in each case the applicable rules and regulations
of the Commission thereunder, except that in each case we express no opinion
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe
that the Registration Statement, as of the date the Annual Report
-3-<PAGE>
<PAGE>
was filed with the Commission under the Exchange Act, contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not misleading
or that the Prospectus, as of the date hereof, includes any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading, except that in each case we express no opinion or
belief with respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents or with respect to the
portion of the prospectus bearing the caption "Notice to Canadian Residents".
In passing upon the form of the Registration Statement and the form of the
Prospectus, we necessarily assume the correctness and completeness of the
statements made by the Company and information contained or incorporated by
reference therein and take no responsibility therefor, except insofar as such
statements relate to us and as set forth in paragraph 2 above.
We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the law of the State of New
York, the Federal laws of the United States and, to the extent set forth
herein, the law of the State of Missouri.
This opinion is rendered to you in connection with the above-described
transaction. This opinion may not be relied upon by you for any other purpose,
or relied upon by or furnished to any other person, firm or corporation without
our prior written consent.
Very truly yours,
-4-
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LACLEDE GAS COMPANY
TO
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
Trustee
---------------------
Twenty-Second Supplemental Indenture
Dated as of November 15, 1995
--------------------
First Mortgage Bonds
6 1/2% Series due November 15, 2010
- ---------------------------------------------------------------------
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
Parties . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . 1
Previous Indentures . . . . . . . . . . . . . . 1
Identity of the Company . . . . . . . . . . . . 1
Identity of Trustee . . . . . . . . . . . . . . 1
Outstanding Bonds . . . . . . . . . . . . . . . 17
Form of Fully Registered Bond . . . . . . . . . 18
Form of Trustee's Certificate of Authentication 23
Compliance with legal requirements . . . . . . . 23
Granting Clause . . . . . . . . . . . . . . . . . . . 24
Exception Clause . . . . . . . . . . . . . . . . . . 26
Habendum Clause . . . . . . . . . . . . . . . . . . . 26
Exceptions, Reservations, etc. . . . . . . . . . . . 27
Grant in trust . . . . . . . . . . . . . . . . . . . 27
Covenant Clause . . . . . . . . . . . . . . . . . . . 28
ARTICLE I
DEFINITIONS
Section 1.1 Terms defined by reference . . . . . . . . 28
Section 1.2 Trustee . . . . . . . . . . . . . . . . . . 28
Section 1.3 Original Indenture . . . . . . . . . . . . 28
Section 1.4 First Supplemental Indenture . . . . . . . 29
Section 1.5 Second Supplemental Indenture . . . . . . . 29
Section 1.6 Third Supplemental Indenture . . . . . . . 29
Section 1.7 Fourth Supplemental Indenture . . . . . . . 29
Section 1.8 Fifth Supplemental Indenture . . . . . . . 29
Section 1.9 Sixth Supplemental Indenture . . . . . . . 29
Section 1.10 Seventh Supplemental Indenture . . . . . . 29
Section 1.11 Eighth Supplemental Indenture . . . . . . . 29
<PAGE>
<PAGE>
Page
Section 1.12 Ninth Supplemental Indenture . . . . . . . 29
Section 1.13 Tenth Supplemental Indenture . . . . . . . 30
Section 1.14 Eleventh Supplemental Indenture . . . . . . 30
Section 1.15 Twelfth Supplemental Indenture . . . . . . 30
Section 1.16 Thirteenth Supplemental Indenture . . . . . 30
Section 1.17 Fourteenth Supplemental Indenture . . . . . 30
Section 1.18 Fifteenth Supplemental Indenture . . . . . 30
Section 1.19 Sixteenth Supplemental Indenture . . . . . 30
Section 1.20 Seventeenth Supplemental Indenture. . . . . 30
Section 1.21 Eighteenth Supplemental Indenture . . . . . 30
Section 1.22 Nineteenth Supplemental Indenture . . . . . 31
Section 1.23 Twentieth Supplemental Indenture. . . . . . 31
Section 1.24 Twenty-First Supplemental Indenture . . . . 31
Section 1.25 The Mortgage . . . . . . . . . . . . . . . 31
Section 1.26 Hereof, hereunder, etc. . . . . . . . . . . 31
Section 1.27 2010 Series . . . . . . . . . . . . . . . . 31
ARTICLE II
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND EXCHANGE OF
THE 2010 SERIES OF BONDS
Section 2.1 Creation and principal amount of the
2010 Series . . . . . . . . . . . . . . . . 32
Section 2.2 Date of Bonds . . . . . . . . . . . . . . . 32
Section 2.3 Denominations, etc. . . . . . . . . . . . . 32
Section 2.4 Exchange of Bonds . . . . . . . . . . . . . 32
Section 2.5 Registration of Bonds . . . . . . . . . . . 33
Section 2.6 Temporary Bonds . . . . . . . . . . . . . . 33
Section 2.7 Payment of Defaulted Interest . . . . . . . 33
Section 2.8 Transfers or Exchanges of Bonds
called for redemption . . . . . . . . . . . 34
<PAGE>
<PAGE>
ARTICLE III
REDEMPTION OF BONDS OF THE 2010 SERIES
Page
Section 3.1 Circumstances in which redeemable and
Redemption Price . . . . . . . . . . . . . 34
Section 3.2 Notice of intention to redeem. . . . . . . 35
ARTICLE IV
PARTICULAR COVENANTS OF THE COMPANY
Section 4.1 Maintenance and Improvement Fund . . . . . 35
Section 4.2 Restrictions as to dividends . . . . . . . 36
Section 4.3 Earnings requirements for additional Bonds 37
Section 4.4 Postponement of interest . . . . . . . . . 40
ARTICLE V
MISCELLANEOUS
Section 5.1 Payments due on Sundays and holidays. . . 40
Section 5.2 Provisions required by Trust Indenture Act
of 1939 to control. . . . . . . . . . . . 41
Section 5.3 Acceptance of Trust . . . . . . . . . . . 41
Section 5.4 This Indenture part of Original Indenture 41
Section 5.5 Execution in any number of counterparts . 41
Section 5.6 Date of execution . . . . . . . . . . . . 41
<PAGE>
<PAGE>
TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 15th day of
November, 1995 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 720 Olive Street, St. Louis, Missouri 63101, hereinafter
sometimes called the "Company", party of the first part, and MERCANTILE BANK
OF ST. LOUIS NATIONAL ASSOCIATION, a national banking association organized
under the laws of the United States, having its principal place of business
at Mercantile Tower, 1 Mercantile Center, St. Louis, Missouri 63101,
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, herein after
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 Boone 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. Genevieve 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 Butler County, Missouri, in Book 503 at Page 606
and is filed in the office of the Secretary of State of the State of
Missouri under filing number 26,557; and
<PAGE>
<PAGE>
(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 Boone County,
Missouri, in Book 294 at Page 477 and in the office of the
2
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<PAGE>
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. Genevieve 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 Butler 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 Boone 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. Genevieve 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 Butler 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
3
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<PAGE>
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 Boone 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. Genevieve 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 Butler
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 Boone 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. Genevieve 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 Butler County, Missouri, in Book 507 at Page 90
and is filed in the office
4
<PAGE>
<PAGE>
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 Boone 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. Genevieve 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 Butler County, Missouri, in Book 507 at Page 118
and is filed in the office of the Secretary of State of the 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 Boone County,
Missouri, in Book 389 at Page 888 and in the office of the Recorder of
5
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<PAGE>
Deeds of St. Charles 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 at Page 216 and in the office
of the Recorder of Deeds of Ste. Genevieve 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 Butler County, Missouri,
in Book 507 at Page 145 and is filed in the office of the Secretary of
State of the 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 Boone County,
Missouri, in Book 396 at Page 560 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler 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
6
<PAGE>
<PAGE>
(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 Boone County,
Missouri, in Book 401 at Page 706 and in the office of the Recorder of
Deeds of St. Charles 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.
Genevieve 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 Butler 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 Boone County,
Missouri, in Book 407 at Page 888 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve County, Missouri, in Book 210 at Page 255 and in the
office of the Recorder of Deeds of St. Francois County, Missouri,
7
<PAGE>
<PAGE>
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 Butler 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 Wheeler 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 Boone County,
Missouri, in Book 411 at Page 9 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 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 Butler 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 Wheeler County, Texas, in Trust Vol. 59
at Page 649 and in the office of the Clerk of Court for Sabine Parish,
Louisiana, under Registry No.
8
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<PAGE>
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.
Mary Parish, 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 Boone County,
Missouri, in Book 416 at Page 192 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler 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 Wheeler County, Texas, in the Deed
Records Vol. 260 at Page 991 and in the office of the Clerk of Court
for Sabine Parish, 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
9
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Registry No. 389929 in Mtg. Book 122 at Page 15 and in the office of
the Clerk of Court for St. Mary Parish, 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 Boone County,
Missouri, in Book 430 at Page 273 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler
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 Roger Mills
County, Oklahoma, in Book 273 at Pages 54-116 and in the office of the
County Clerk of Blaine County, Oklahoma, in Book 325 Misc. Page 1 and
in the office of the County Clerk of Wheeler County, Texas, in Deed of
Trust Records, Vol. 64 at Page 707 and in the office of the County
Clerk of Lipscomb County, Texas, in the Deed of Trust Records, Vol.
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196 at Page 607 and in the office of the County Clerk of Roberts
County, Texas, in the Deed of Trust Records, Vol. 30 at Page 45 and in
the office of the County Clerk of Hemphill 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. Mary Parish, 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 Court for
Sabine Parish, 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 Boone County,
Missouri, in Book 573 at Page 2 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve County, Missouri, in Book 407 at Page 137 and in the
office of the Recorder of Deeds of St. Francois County, Missouri,
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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 Butler County,
Missouri, in Book 669 at Page 228 and in the office of the County
Clerk of Roger Mills County, Oklahoma, in Book 807 at Page 120 and in
the office of the County Clerk of Wheeler 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 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 Boone County,
Missouri, in Book 676 at Page 449 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler County, Missouri,
in Book 691 at Page 620 and in the office of the County Clerk of Roger
Mills County, Oklahoma, in Book 973 at Page 1 and in the office of the
County Clerk of Wheeler County,
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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 in the office of the
Secretary of State of Missouri under Document Number 1596374; and
WHEREAS, there has been heretofore duly executed and delivered four
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 Boone County,
Missouri, in Book 748 at Page 17 and in the office of the Recorder of
Deeds of St. Charles 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.
Genevieve 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 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 Butler County, Missouri,
in Book 709 at Page 78 and in the office of the County Clerk of Roger
Mills County, Oklahoma, in Book 1094 at Page 263 and in the office of
the County Clerk of Wheeler 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 in the office of the Secretary
of State of Missouri under Document Number 1798065; and
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(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 Boone County,
Missouri, in Book 821 at Page 79 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler County,
Missouri, in Book 725 at Page 442 and in the office of the County
Clerk of Roger Mills 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 Wheeler 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 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
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423 and in the office of the Recorder of Deeds of Boone County,
Missouri, in Book 937 at Page 144 and in the office of the Recorder of
Deeds of St. Charles 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. Genevieve 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 Butler 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 Roger Mills 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 Wheeler 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
Numbers 212435 and 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 Boone County,
Missouri, in Book 979 at Page 722 and in the office of the Recorder of
Deeds of St. Charles County, Missouri, in Book 1542 at Page 1449 and
in the office of the Recorder of
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Deeds of Jefferson County, Missouri, in Book 567 at Page 2217 and in
the office of the Recorder of Deeds of Ste. Genevieve 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, at Book 139, Page 361 and in the office of the
Recorder of Deeds of Butler 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 Roger Mills 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 Wheeler 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 in the office of the Secretary of State of Missouri under Document
No. 2259648; 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, Mercantile Bank of St. Louis National Association, the party
of the second part to this Twenty-Second Supplemental Indenture, is the
present Trustee under the Original Indenture, being 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 was the corporation resulting from a consolidation on
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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; and under the Twenty-First Supplemental Indenture,
First Mortgage Bonds of the 6 1/4% Series due May 1, 2003; 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
November 15, 2010" (hereinafter sometimes referred to as the "2010 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:
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(FORM OF FULLY REGISTERED BOND)
LACLEDE GAS COMPANY
FIRST MORTGAGE BOND,
No. 6 1/2% Series due November 15, 2010 $
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 or
agency of the Company in the City of St. Louis, State of Missouri,
_________________________ Dollars on the 15th day of November, 2010, 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 November
or the 15th day of May next preceding the date of this bond (or if this bond
is dated between the record date for any interest payment date and 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 May 15 and
November 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 May 15 or November 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 May 1 or November 1, as the case may be, next
preceding such interest payment date, or, if such May 1 or November 1 shall
be a legal holiday or a day on which
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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 November 15, 2010 (hereinafter referred to as the "2010 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 in turn was succeeded by Mercantile Bank of St. Louis National
Association (hereinafter sometimes referred to as the "Trustee"), as
Trustee, and indentures supplemental thereto, including the supplemental
indenture thereto dated as of November 15, 1995 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
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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 2010
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 2010
Series, if any interest payment on bonds of the 2010 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 2010 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 2010
Series are not redeemable prior to November 15, 2010.
The notice of redemption of bonds of the 2010 Series shall be given by
mailing a copy thereof to each registered owner,
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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 2010 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
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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 Mercantile Bank of St.
Louis National Association, 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
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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
(FORM OF TRUSTEE'S CERTIFICATE)
This bond is one of the bonds, of the Series herein designated,
provided for in the within-mentioned Mortgage.
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION,
Trustee
By
-----------------------
Authorized Officer
and
WHEREAS, all conditions and requirements necessary to make this
Twenty-Second Supplemental Indenture a valid, binding and
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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-SECOND 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 Mercantile Bank of St.
Louis National Association, 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,
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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, 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.
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-Second 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
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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
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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-Second 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
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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.
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 2010 Series, or any of such bonds, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. For all purposes of this Twenty-Second Supplemental
Indenture, except as herein otherwise expressly provided or unless the
context otherwise requires, the terms defined in Sections 1.2 to 1.27 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, Mercantile Bank of St. Louis National Association, 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.
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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.
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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.
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.
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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 "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 and
Twenty-First 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 1.26. The term "hereof", "hereunder", "hereto", "hereby",
"hereinbefore", and the like, refer to this Twenty-Second Supplemental
Indenture.
SECTION 1.27. The term "2010 Series" shall mean the series of First
Mortgage Bonds created by this Twenty-Second Supplemental Indenture, as in
Section 2.1 hereof provided.
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ARTICLE II
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
EXCHANGE OF THE 2010 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 November 15, 2010." The
aggregate principal amount of bonds of the 2010 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.
SECTION 2.2. All bonds of the 2010 Series shall be dated as provided
in Section 2.03 of the Original Indenture.
SECTION 2.3. The bonds of the 2010 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-
Second 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
2010 Series, upon surrender thereof at the office or
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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 2010 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 2010 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 2010 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 2010 Series is
registered at the close of business on any record date (as hereinbelow
defined) with respect to any interest payment
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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 May 1, or November 1, as the case may be, next preceding such
interest payment date, or, if such May 1 or November 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-Second Supplemental Indenture to
the contrary notwithstanding, the Company shall not be required to make
transfers or exchanges of bonds of the 2010 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 2010 Series to be
redeemed in part, the portion thereof not so to be redeemed.
ARTICLE III
REDEMPTION OF BONDS OF THE 2010 SERIES
SECTION 3.1.Bonds of the 2010 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
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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 2010 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 2010 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 2010 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 2010 Series are outstanding.
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SECTION 4.2. So long as any of the bonds of the 2010 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.
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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 2010 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
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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;
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(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;
(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.
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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 2010 Series are outstanding,
in order that any interest payment on the bonds of the 2010 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 2010 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 2010 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.
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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-Second Supplemental Indenture set
forth.
SECTION 5.4. This Twenty-Second 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-Second 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-Second Supplemental Indenture is
dated, for convenience and for purposes of reference, as of November 15,
1995, the actual dates of execution by the Company and by the Trustee are as
indicated by their respective acknowledgements hereto annexed.
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 Senior Vice President - Finance, and its corporate
seal to be attested by its Secretary or an Assistant Secretary, for and in
its behalf; and Mercantile Bank of St. Louis National Association, Trustee,
party
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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 Secretary
or an Assistant Secretary.
LACLEDE GAS COMPANY
By /s/ G. T. McNeive, Jr.
____________________________
ATTEST: G. T. McNeive, Jr.
Senior Vice President -
Finance
/s/ D. L. Godiner
__________________________
D. L. Godiner
Secretary
(SEAL)
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION,
Trustee
By /s/ W. Heide
__________________________
ATTEST: W. Heide
Vice President
/s/ Robert D. Hertzenberg
_____________________________
Robert D. Hertzenberg
Assistant Secretary
(SEAL)
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State of Missouri )
) ss.
City of St. Louis )
On this 17th day of November, 1995 before me appeared G. T. McNeive,
Jr., to me personally known, who, being by me duly sworn did say that he is
the Senior Vice President - Finance 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 G. T. McNeive,
Jr. 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 6/11/96.
/s/ Adele M. Follmer
_______________________________
Notary Public
State of Missouri
(SEAL)
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State of Missouri )
) ss.
City of St. Louis )
Before me, the undersigned authority, a notary public in and for said
City and State, on this day personally appeared G. T. McNeive, Jr., Senior
Vice President - Finance of Laclede Gas Company, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the
act of said corporation.
Given under my hand and seal of office this 17th day of November, 1995
A.D.
My commission expires 6/11/96.
/s/ Adele M. Follmer
_______________________________
Notary Public
State of Missouri
(SEAL)
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State of Missouri )
) ss.
City of St. Louis )
On this 17th day of November, 1995 before me appeared W. Heide to me
personally known, who, being by me duly sworn did say that he is a Vice
President of Mercantile Bank of St. Louis National Association, 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
W. Heide 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 6/11/96.
/s/ Adele M. Follmer
________________________________
Notary Public
State of Missouri
(SEAL)
45
