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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): May 27, 1999
LACLEDE GAS COMPANY
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(Exact name of registrant as specified in its charter)
Missouri 1-1822 43-0368139
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
720 Olive Street St. Louis, Missouri 63101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 342-0500
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NONE
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(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 May 27, 1999 (the
"Underwriting Agreement"), Laclede Gas Company (the "Registrant"), on June 2,
1999, sold to ABN AMRO Incorporated, the Underwriter named on Schedule I of the
attached Underwriting Agreement, $25,000,000 aggregate principal amount of its
First Mortgage Bonds, 7% Series due June 1, 2029 (the "Bonds"). The Bonds have
been issued under a Mortgage and Deed of Trust, dated as of February 1, 1945,
under which State Street Bank and Trust Company of Missouri, N.A. is the present
Trustee. Such Mortgage and Deed of Trust had previously been amended and
supplemented and has been further supplemented by a Twenty-Fourth Supplemental
Indenture, dated as of June 1, 1999 (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: /s/ GERALD T. MCNEIVE, Jr.
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Gerald T. McNeive, Jr.
Senior Vice President-
Finance and General
Counsel
June 3, 1999
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(Date)
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Index to Exhibits
Exhibit No.
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1.01 Underwriting Agreement, dated May 27, 1999,
entered into by the Registrant and the
Underwriter relating to the Bonds.
4.01 Twenty-Fourth Supplemental Indenture dated
as of June 1, 1999, to Registrant's Mortgage
and Deed of Trust, dated as of February 1, 1945.
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EXHIBIT 1.01
UNDERWRITING AGREEMENT
For the Purchase of
$25,000,000 Aggregate Principal Amount of
First Mortgage Bonds, 7% Series due June 1, 2029
of Laclede Gas Company
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 first 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") relating to the Bonds to be dated as of the
first 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 May 20, 1999, to prospective underwriters of the Bonds.
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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 an amendment to 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.
(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
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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 its 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 course of business, none of which alone
or in the aggregate has had a material adverse
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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) Upon delivery of the Bonds to or for the account of the
Representative for the accounts of the respective Underwriters (against
receipt therefor signed by the Representative, acting on behalf of the
Underwriters), payment for the Bonds shall be made to the Company or its
order by wire transfer of immediately available funds to an account
designated in writing by the Company. Such delivery and payment shall be
made through the facilities of The Depository Trust Company, New York, New
York ("DTC") at 10:00 A.M., New York time, on a date that is three Business
Days (as defined below) after the date of this Underwriting Agreement, or
in such other manner or at such other time and/or date as the
Representative and the Company may agree upon in writing, unless postponed
in accordance with the provisions of Section 6(b) hereof. Delivery of the
documents required by Section 8 hereof shall be made at such time and date
at the offices of Winthrop, Stimson, Putnam & Roberts, One Battery Park
Plaza, New York, New York, or at such other location as the Representative
and the Company may agree upon in writing. The time and date of such
delivery and payment are herein called the "Closing Date." The Bonds shall
be registered in the name of "Cede & Co.," as nominee of DTC, and delivered
to DTC or its custodian not later than 3:00 P.M., New York time, on the
last Business Day preceding the Closing Date. The Company agrees to make
the Bonds available to the Representative for checking not later than 2:30
P.M., New York time, at the offices of Winthrop, Stimson, Putnam & Roberts
referred to above, or at such other place, time and/or date as may be
agreed upon between the Company and the Representative. "Business Day"
shall mean any day on which the Commission and banks in The City of New
York are open.
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(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 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.
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(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 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
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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 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
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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 Business Day after
the date of this Underwriting Agreement, or such later time and date as may
be approved in writing from 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 or orders 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
Mary C. Kullman, Esq., Secretary and Associate Counsel 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
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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 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; and (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.
Such letter shall also cover 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
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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.
(c) Prior to 5:00 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 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 or orders 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
10
<PAGE>
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 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,
11
<PAGE>
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 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
12
<PAGE>
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 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
13
<PAGE>
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 Laclede
Gas Company, 720 Olive Street, St. Louis, Missouri 63101, Attention: Office of
the General Counsel.
14
<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,
ABN AMRO INCORPORATED
By /s/ Linda A. Dawson
----------------------
Linda A. Dawson
Managing Director
Address of Representative:
1325 Avenue of the Americas
New York, New York 10019-6026
The foregoing Underwriting Agreement is
hereby accepted as of the date set
forth below.
LACLEDE GAS COMPANY
By /s/ D.H. Yaeger
-----------------
Dated: May 27, 1999
15
<PAGE>
SCHEDULE I
Principal
Amount
Name of Underwriter of Bonds
- ------------------- --------
ABN AMRO Incorporated.....................................$25,000,000
-----------
Total................................................$25,000,000
===========
<PAGE>
SCHEDULE II
Form of Proposal
for the Purchase of
$25,000,000 Aggregate Principal Amount of
First Mortgage Bonds,
7% Series due June 1, 2029
Laclede Gas Company (the "Company")
______________________
Stated interest rate (a multiple of
1/8th of 1%): 7% per annum
Price to the Company (must be within range
designated by the Company in its letter to the
prospective Underwriters): 99.502% of the principal
amount of the Bonds plus accrued interest from June 1, 1999.
<PAGE>
Exhibit A
---------
[Opinion of Mary C. Kullman, Esq.]
[Letterhead of the Company]
June __, 1999
[Name and address of Representative]
As representative of the several Underwriters
(as defined in the Underwriting Agreement
referred to below)
Ladies and Gentlemen:
I am Secretary and Associate Counsel 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 May 27, 1999
(the "Underwriting Agreement") between the Company and the several Underwriters,
for whom you are designated as representative, of $25,000,000 aggregate
principal amount of its First Mortgage Bonds, __% Series due June 1, 2029 (the
"Bonds") issued under the Company's Mortgage and Deed of Trust, dated as of
February 1, 1945, to State Street Bank and Trust Company of Missouri, N.A. (who
is now acting, under the terms of said Mortgage and Deed of Trust, in place of
Mississippi Valley Trust Company), as trustee (the "Trustee"), as supplemented
and amended by all indentures supplemental thereto, including the Twenty-Fourth
Supplemental Indenture, dated as of June 1, 1999 (the "Twenty-Fourth
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-Fourth
Supplemental Indenture and (b) the Underwriting Agreement; and I am familiar
with the Registration Statement and the Prospectus (such terms having the same
meaning herein as in the Underwriting Agreement) filed under the Securities
A-1
<PAGE>
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.
I have examined the Annual Report on Form 10-K of the Company for the
fiscal year ended September 30, 1998 (the "Annual Report"), the Quarterly
Reports on Form 10-Q of the Company for the quarterly periods ended December 31,
1998 and March 31, 1999 and the Current Reports on Form 8-K dated January 28,
1999 and May 6, 1999 (together with the Annual Report, 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 of
the 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 has not renewed its franchise in Florissant, Missouri, which franchise
expired in 1992; since that time, the Company has continued to provide service
in that community without a formal franchise.
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
A-2
<PAGE>
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 (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-Fourth 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 may be 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; 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-Fourth 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-
Fourth 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, and 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 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 equity 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.
A-3
<PAGE>
6. The statements made in the Prospectus under the captions
"Description of New Bonds" and "Supplemental Description of 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 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 or orders 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 and other members of the Company's legal
department (the "Legal Department") participated in conferences with certain of
the Company's officers and employees, with representatives of Deloitte & Touche
LLP, the independent accountants for the Company, with your representatives and
with counsel for the Underwriters. Based on my examination of the Registration
Statement and the Prospectus, and the investigations made in connection with the
preparation of the Registration Statement and the Prospectus and the Legal
Department's 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 schedules or other financial or statistical data
contained or
A-4
<PAGE>
incorporated by reference in the Registration Statement, the Prospectus or the
Exchange Act Documents, and (ii) I have no reason to believe that the
Registration Statement (including the Annual Report), 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 in order to make the statements therein not
misleading or that the Prospectus (including the Exchange Act Documents), as of
the date it was filed with the Commission pursuant to Rule 424(b) under the
Securities Act or as of the date hereof, included or includes any untrue
statement of a material fact or omitted 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
schedules or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Prospectus or the Exchange Act
Documents.
In passing upon the form of the Registration Statement, the form of
the Prospectus and the forms 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 (except for the other several Underwriters),
without my prior written consent.
Very truly yours,
A-5
<PAGE>
Exhibit B
---------
[Letterhead of Counsel for the Underwriters]
June __, 1999
[Name and address of Representative]
As representative of the several Underwriters
(as defined in the Underwriting Agreement
referred to 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, __% Series due June 1, 2029 (the
"Bonds"), which have been issued under the Company's Mortgage and Deed of Trust,
dated as of February 1, 1945, to State Street Bank and Trust Company of
Missouri, N.A. (formerly Mississippi Valley Trust Company), as trustee (the
"Trustee"), as supplemented and amended by all indentures supplemental thereto,
including the Twenty-Fourth Supplemental Indenture dated as of June 1, 1999
(such Mortgage and Deed of Trust, as so amended and supplemented, being
hereinafter referred to as the "Mortgage"), pursuant to the Underwriting
Agreement dated May 27, 1999 between the several Underwriters 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 reviewed the Registration Statement and the Prospectus, which
pursuant to Form S-3 under the Securities Act of 1933 (the "Securities Act"), is
deemed to incorporate by
B-1
<PAGE>
reference the Annual Report on Form 10-K of the Company for the fiscal year
ended September 30, 1998 (the "Annual Report"), the Quarterly Reports on Form
10-Q of the Company for the quarterly periods ended December 31, 1998 and March
31, 1999 and the Current Reports on Form 8-K dated January 28, 1999 and May 6,
1999 (together with the Annual Report, the "Exchange Act Documents"), each as
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act"). In addition, we have
reviewed, and have relied as to matters of fact upon, the documents delivered to
you at the closing (except the Bonds, of which we have reviewed 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.
We are members of the Bar of the State of New York and we do not
express any opinion herein as to any matters governed by any laws other than the
laws of the State of New York, the Federal laws of the United States of America
and, to the extent set forth herein, the laws of the State of Missouri. With
respect to legal matters governed by the law of the State of Missouri, we
understand that you are relying upon the opinion of Mary C. Kullman, Esq.,
Secretary and Associate Counsel 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, the recordation or filing of the Mortgage, the incorporation of
the Company or its qualification to do business in any jurisdiction, as to which
we understand you are relying upon the aforesaid opinion of Ms. Kullman.
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 (the "Trust
Indenture Act") and, assuming due authorization, execution and delivery thereof
by the Trustee, constitutes a valid and legally binding instrument of the
Company enforceable against the Company in accordance with its terms, except as
the same may be limited by 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, by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, by general equity principles
B-2
<PAGE>
(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. 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
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 or orders 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
expressly set forth herein. 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 audited certain of the financial
statements included in the Exchange Act Documents, and with your
representatives. We did not participate in the preparation of, or in the
selection by the Company of the information included or excluded from, 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
B-3
<PAGE>
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 schedules 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 (including the Annual Report),
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 in order to
make the statements therein not misleading or that the Prospectus (including the
Exchange Act Documents), as of the date it was filed with the Commission
pursuant to Rule 424(b) under the Securities Act or as of the date hereof,
included or includes any untrue statement of a material fact or omitted 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 schedules or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.
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 the information included or incorporated by
reference in the Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate to us and as
set forth in paragraph 2 above.
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 (except
for the other several Underwriters), without our prior written consent.
Very truly yours,
B-4
<PAGE>
EXHIBIT 4.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LACLEDE GAS COMPANY
TO
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
Trustee
----------------
Twenty-Fourth Supplemental Indenture
Dated as of June 1, 1999
----------------
First Mortgage Bonds
7% Series due June 1, 2029
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties.................................................................... 1
Recitals................................................................... 1
Previous Indentures...................................................... 1
Identity of the Company.................................................. 7
Identity of Trustee...................................................... 7
Outstanding Bonds........................................................ 7
Form of Fully Registered Bond............................................ 8
Form of Trustee's Certificate of Authentication.......................... 10
Compliance with legal requirements....................................... 10
Granting Clause............................................................ 10
Exception Clause........................................................... 11
Habendum Clause............................................................ 11
Exceptions, Reservations, etc. ............................................ 12
Grant in trust............................................................. 12
Covenant Clause............................................................ 12
</TABLE>
ARTICLE I
DEFINITIONS
<TABLE>
<C> <S> <C>
Section 1.1 Terms defined by reference................................... 12
Section 1.2 Trustee...................................................... 12
Section 1.3 Original Indenture........................................... 12
Section 1.4 First Supplemental Indenture................................. 12
Section 1.5 Second Supplemental Indenture................................ 12
Section 1.6 Third Supplemental Indenture................................. 12
Section 1.7 Fourth Supplemental Indenture................................ 13
Section 1.8 Fifth Supplemental Indenture................................. 13
Section 1.9 Sixth Supplemental Indenture................................. 13
Section 1.10 Seventh Supplemental Indenture............................... 13
Section 1.11 Eighth Supplemental Indenture................................ 13
Section 1.12 Ninth Supplemental Indenture................................. 13
Section 1.13 Tenth Supplemental Indenture................................. 13
Section 1.14 Eleventh Supplemental Indenture ............................. 13
Section 1.15 Twelfth Supplemental Indenture............................... 13
Section 1.16 Thirteenth Supplemental Indenture............................ 13
Section 1.17 Fourteenth Supplemental Indenture............................ 13
Section 1.18 Fifteenth Supplemental Indenture............................. 13
Section 1.19 Sixteenth Supplemental Indenture............................. 13
Section 1.20 Seventeenth Supplemental Indenture........................... 13
Section 1.21 Eighteenth Supplemental Indenture............................ 13
Section 1.22 Nineteenth Supplemental Indenture............................ 13
Section 1.23 Twentieth Supplemental Indenture............................. 13
Section 1.24 Twenty-First Supplemental Indenture.......................... 13
Section 1.25 Twenty-Second Supplemental Indenture......................... 13
Section 1.26 Twenty-Third Supplemental Indenture.......................... 14
Section 1.27 The Mortgage................................................. 14
Section 1.28 Hereof, hereunder, etc....................................... 14
Section 1.29 2029 Series.................................................. 14
</TABLE>
i
<PAGE>
ARTICLE II
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND EXCHANGE OF
THE 2029 SERIES OF BONDS
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 2.1 Creation and principal amount of the 2029 Series........... 14
Section 2.2 Date of Bonds.............................................. 14
Section 2.3 Denominations, etc......................................... 14
Section 2.4 Exchange of Bonds.......................................... 14
Section 2.5 Registration of Bonds...................................... 14
Section 2.6 Temporary Bonds............................................ 15
Section 2.7 Payment of Defaulted Interest.............................. 15
Section 2.8 Transfers or Exchanges of Bonds called for redemption...... 15
ARTICLE III
REDEMPTION OF BONDS OF THE 2029 SERIES
Section 3.1 Circumstances in which redeemable and Redemption Price..... 15
Section 3.2 Notice of intention to redeem.............................. 15
ARTICLE IV
PARTICULAR COVENANTS OF THE COMPANY
Section 4.1 Maintenance and Improvement Fund........................... 15
Section 4.2 Restrictions as to dividends............................... 16
Section 4.3 Earnings requirements for additional Bonds................. 16
Section 4.4 Postponement of interest................................... 17
ARTICLE V
MISCELLANEOUS
Section 5.1 Payments due on Sundays and holidays....................... 18
Provisions required by Trust Indenture Act of 1939 to
Section 5.2 control.................................................... 18
Section 5.3 Acceptance of Trust ....................................... 18
Section 5.4 This Indenture part of Original Indenture.................. 18
Section 5.5 Execution in any number of counterparts.................... 18
Section 5.6 Date of execution.......................................... 18
</TABLE>
ii
<PAGE>
TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June,
1999 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 STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, N.A., a national banking association organized under the laws of
the United States, having its principal place of business and corporate trust
office at One Metropolitan Square, St. Louis, Missouri 63102, hereinafter
sometimes called the "Trustee," party of the second part.
WHEREAS, there have heretofore been duly executed and delivered the
following four indentures between the Company and Mississippi Valley Trust
Company, to-wit:
(a) An indenture of mortgage and deed of trust, hereinafter sometimes
called the "Original Indenture," dated as of February 1, 1945, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 6324 at Page 93 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 2078 at Page 12 and in the
office of the Recorder of Deeds of 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 Missouri under
filing number 26,557 and is filed in the office of the Secretary of State
of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590088; and
(b) A supplemental indenture, hereinafter sometimes called the "First
Supplemental Indenture," dated as of December 1, 1946, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 6562 at Page 528, and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2268 at Page 273; and
(c) A supplemental indenture, hereinafter sometimes called the "Second
Supplemental Indenture," dated as of March 15, 1948, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 6687 at Page 467, and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2327 at Page 357; and
(d) A supplemental indenture, hereinafter sometimes called the "Third
Supplemental Indenture," dated as of April 1, 1951, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 7079 at Page 125 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 2869 at Page 275; and
WHEREAS, there have been heretofore duly executed and delivered four
indentures between the Company and Mercantile Trust Company, to-wit:
(a) A supplemental indenture, hereinafter sometimes called the "Fourth
Supplemental Indenture," dated as of December 1, 1954, which is recorded in
the office of the Recorder of Deeds of the City of St. Louis, Missouri, in
Book 7458 at Page 400 and in the office of the Recorder of Deeds of St.
Louis County, Missouri, in Book 3342 at Page 34 and in the office of the
Recorder of Deeds of Boone County, Missouri, in Book 294 at Page 477 and in
the office of the Recorder of Deeds of Jefferson County, Missouri, in Book
434 at Page 574 and in the office of the Recorder of Deeds of St. Francois
County, Missouri, in Book 552 at Page 1 and in the office of the Recorder
of Deeds of Ste. 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
1
<PAGE>
(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 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 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 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,
2
<PAGE>
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 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 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
(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, 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,
3
<PAGE>
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. 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
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 is filed in the office of the Secretary of State
of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590089; 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
4
<PAGE>
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. 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, 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 is
filed in the office of the Secretary of State of Missouri under Document
Number 1322775; and
(b) A supplemental indenture, hereinafter sometimes called the
"Seventeenth Supplemental Indenture," dated as of May 15, 1988, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book M-669 at Page 258 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 8315 at Page 902 and in the
office of the Recorder of Deeds of 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, Texas, in Deed of Trust Records, Vol.
91 at Page 234, and in Deed Records, Vol. 369 at Page 386 and in the office
of the Secretary of State of Texas under Document Number 86131214 and is
filed in the office of the Secretary of State of Missouri under Document
Number 1596374 and is filed in the office of the Secretary of State of
Missouri pursuant to R.S.Mo. 443.451 under filing number 2590090; and
WHEREAS, there have been heretofore duly executed and delivered five
indentures between the Company and Mercantile Bank of St. Louis National
Association, to-wit:
5
<PAGE>
(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 is filed in the office of the
Secretary of State of Missouri under Document Number 1798065 and is filed
in the office of the Secretary of State of Missouri pursuant to R.S.Mo.
443.451 under filing number 2590091; and
(b) A supplemental indenture, hereinafter sometimes called the
"Nineteenth Supplemental Indenture," dated as of May 15, 1991, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book 848 at Page 716 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 8983 at Page 1095 and in the
office of the Recorder of Deeds of 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 is filed in the office of the Secretary of
State of Missouri under Document Number 1999268 and is filed in the office
of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under
filing number 2590092; and
(c) A supplemental indenture, hereinafter sometimes called the
"Twentieth Supplemental Indenture," dated as of November 1, 1992, which is
recorded in the office of the Recorder of Deeds of the City of St. Louis,
Missouri, in Book M945 at Page 1068 and in the office of the Recorder of
Deeds of St. Louis County, Missouri, in Book 9494 at Page 423 and in the
office of the Recorder of Deeds of 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 Number 212435 and is filed in
the office of the Secretary of State of Missouri under Document Number
6
<PAGE>
2188520 and is filed in the office of the Secretary of State of Missouri
pursuant to R.S.Mo. 443.451 under filing number 2590093; 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
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, in Book 139 at
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 is filed in
the office of the Secretary of State of Missouri under Document No. 2259648
and is filed in the office of the Secretary of State of Missouri pursuant
to R.S.Mo. 443.451 under filing number 2590094; and
(e) A supplemental indenture, hereinafter sometimes called the
"Twenty-Second Supplemental Indenture," dated as of November 15, 1995,
which is filed in the office of the Secretary of State of Missouri pursuant
to R.S.Mo. 443.451 under filing number 2604323; and
WHEREAS, there has been heretofore duly executed and delivered one
indenture between the Company and State Street Bank and Trust Company of
Missouri, N.A., to-wit:
(a) A supplemental indenture, hereinafter sometimes called the
"Twenty-Third Supplemental Indenture," dated as of October 15, 1997, which
is filed in the office of the Secretary of State of Missouri, pursuant to
R.S.Mo. 443.451 under filing number 2841222; and
WHEREAS, the Company is the same corporation as is designated in the
Original and First and Second Supplemental Indentures as The Laclede Gas Light
Company, which was the Company's corporate name, but before the date of the
Third Supplemental Indenture its corporate name was duly changed to, and now
is, Laclede Gas Company; and
WHEREAS, State Street Bank and Trust Company of Missouri, N.A., the party
of the second part to this Twenty-Fourth Supplemental Indenture, is the present
Trustee under the Original Indenture, being the successor to Mercantile Bank of
St. Louis National Association (from whom State Street Bank and Trust Company
of Missouri, N.A., acquired certain corporate trust assets), which Mercantile
Bank of St. Louis National Association was the successor to Mercantile Bank
National Association, which was the successor to Mercantile Trust Company
National Association, which was the successor to Mercantile Trust Company
(which in turn was the corporation resulting from a consolidation on August 31,
1951, to which Mississippi Valley Trust Company, the original Trustee, was a
party); and
WHEREAS, there are now outstanding under the Eighteenth Supplemental
Indenture, First Mortgage Bonds of the 8 1/2% Series due November 15, 2004;
under the Nineteenth Supplemental Indenture, First Mortgage Bonds of the 8 5/8%
Series due May 15, 2006; under the Twentieth Supplemental Indenture, First
Mortgage Bonds of the 7 1/2% Series due November 1, 2007; under the Twenty-
First Supplemental Indenture, First Mortgage Bonds of the 6 1/4% Series due May
1, 2003; under the Twenty-Second Supplemental Indenture, First Mortgage Bonds
of the 6 1/2% Series due November 15, 2010; and under the Twenty-Third
Supplemental Indenture, First Mortgage
7
<PAGE>
Bonds of the 6 1/2% Series due October 15, 2012; but all bonds of the
sixteen series provided for respectively by the First, Second, Third, Fourth,
Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
Fifteenth, Sixteenth and Seventeenth 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, 7% Series due June 1, 2029"
(hereinafter sometimes referred to as the "2029 Series"), for an aggregate
principal amount of $25,000,000 to be issued as fully registered bonds without
coupons, the definitive bonds (certain of the provisions of which may be
printed on the reverse side thereof) and the Trustee's certificate of
authentication thereof to be substantially in the following forms,
respectively:
(FORM OF FULLY REGISTERED BOND)
LACLEDE GAS COMPANY
FIRST MORTGAGE BOND,
No. 7% Series due June 1, 2029 $
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 1st day of June, 2029, 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 1st day of June or the 1st day of December
next preceding the date of this bond (or, if this bond is dated any date after
the record date for any interest payment date and on or before such interest
payment date, then from such interest payment date), at the rate of 7% per
annum, in like coin or currency at either of said offices or agencies at the
option of the registered owner hereof, on June 1 and December 1 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 June 1 or December 1
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 15 or November 15,
as the case may be, next preceding such interest payment date, or, if such May
15 or November 15 shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York, or in the City
of St. Louis, State of Missouri, are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
This bond is one of an issue of bonds of the Company, issuable in series,
and is one of a series known as its First Mortgage Bonds, 7% Series due June 1,
2029 (hereinafter referred to as the "2029 Series"), all bonds of all series
issued and to be issued under and equally secured (except in so far as any
sinking or other fund established in accordance with the provisions of the
Mortgage hereinafter mentioned may afford additional security for the bonds of
any particular series) by a Mortgage and Deed of Trust (hereinafter referred to
as the "Original Indenture") dated as of February 1, 1945, executed by the
Company to Mississippi Valley Trust Company, which was succeeded through
consolidation by Mercantile Trust Company, which was succeeded by Mercantile
Trust Company National Association, which was succeeded by Mercantile Bank
National Association, which was succeeded by Mercantile Bank of St. Louis
National Association, which in turn was succeeded by State Street Bank and
Trust Company of Missouri, N.A. (hereinafter sometimes referred to as the
"Trustee"), as Trustee, and indentures supplemental thereto, including the
supplemental indenture thereto dated as of June 1, 1999, 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
8
<PAGE>
supplemental thereto may be modified or altered by the affirmative vote of
the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal
amount of the bonds affected by such modification or alteration (including the
bonds of the 2029 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 2029 Series, if any interest payment on
bonds of the 2029 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 2029 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 2029 Series are not
redeemable prior to June 1, 2029.
The notice of redemption of bonds of the 2029 Series shall be given by
mailing a copy thereof to each registered owner, directed to his registered
address not less than thirty nor more than ninety days prior to the date fixed
for redemption; all as provided in, and subject to the applicable provisions
of, the Mortgage.
The principal hereof may be declared or may become due on the conditions,
in the manner, and at the time set forth in the Mortgage, upon the occurrence
of a completed default as in the Mortgage provided.
At the option of the registered owner, any bonds of the 2029 Series, upon
surrender thereof at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or in the City of St. Louis, State of
Missouri, together with a written instrument of transfer in form approved by
the Company duly executed by the registered owner or his duly authorized
attorney, shall, subject to the provisions of Section 2.05 of the Original
Indenture, be exchangeable for a like aggregate amount of fully registered
bonds of the same series of other authorized denominations.
This bond is transferable as prescribed in the Mortgage by the registered
owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, or in
the City of St. Louis, upon surrender and cancellation of this bond and upon
presentation of a written instrument of transfer, duly executed, and upon
payment, if the Company shall require it, of the transfer charges prescribed in
the Mortgage, and thereupon, a new fully registered bond of the same series for
a like principal amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. The Company and the Trustee may deem and treat the
person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes.
No recourse shall be had for the payment of the principal of or of
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, as such, either
directly or through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors, as such, being released by the owner
hereof by the acceptance of this bond and being likewise waived and released by
the terms of the Mortgage.
This bond shall not become obligatory until State Street Bank and Trust
Company of Missouri, N.A., the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of certificate endorsed hereon.
9
<PAGE>
IN WITNESS WHEREOF, LACLEDE GAS COMPANY has caused this instrument to be
signed in its name by its President or one of its Vice-Presidents, by his
signature or a facsimile thereof, and a facsimile of its corporate seal to be
imprinted hereon and attested by its Secretary or one of its Assistant
Secretaries, by his signature or a facsimile thereof.
Dated _____________________________
Laclede Gas Company
By __________________________________
President
ATTEST:
_____________________________________
Secretary
(FORM OF TRUSTEE'S CERTIFICATE)
This bond is one of the bonds, of the Series herein designated, provided
for in the within-mentioned Mortgage.
State Street Bank And Trust
Company of Missouri, N.A.,
Trustee
By __________________________________
Authorized Signatory
and
WHEREAS, all conditions and requirements necessary to make this Twenty-
Fourth Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled, and the execution and delivery hereof have been
in all respects duly authorized;
NOW, THEREFORE, THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH: That
Laclede Gas Company, in consideration of the premises and of one dollar to it
duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to secure
the payment both of the principal of and interest and premium, if any, on the
bonds from time to time issued under the Mortgage, according to their tenor and
effect and the performance of all the provisions of the Mortgage and of said
bonds, hath granted, bargained and sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by these presents
doth grant, bargain and sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto State Street Bank and Trust Company of
Missouri, N.A., as Trustee, and to its successor or successors in said trust
and its and their assigns forever, all the following described properties of
the Company, that is to say:
All several parcels of real estate more particularly described in the
Original Indenture as Parcels Nos. 1 to 14 inclusive, and in the First
Supplemental Indenture as Parcels (a) to (i) inclusive, and the Third
Supplemental
10
<PAGE>
Indenture as Parcels II to VI inclusive, and in the Fourth Supplemental
Indenture in paragraphs II to VII inclusive, beginning on page 13 and extending
to page 15 thereof, and in the Fifth Supplemental Indenture in paragraphs II to
X inclusive, beginning on page 14 and extending to page 17 thereof, and in the
Sixth Supplemental Indenture in paragraphs II to XI inclusive, beginning on
page 14 and extending to page 21 thereof, and in the Seventh Supplemental
Indenture in paragraphs II to XIII inclusive, beginning on page 16 and
extending to page 24 thereof, and in the Eighth Supplemental Indenture in
paragraphs II to VIII inclusive, beginning on page 16 and extending to page 19
thereof, and in the Ninth Supplemental Indenture in paragraphs II and III,
beginning on page 11 and extending to page 12 thereof, and in the Tenth
Supplemental Indenture in paragraphs II to VI inclusive, beginning on page 11
and extending to page 13 thereof, and in the Eleventh Supplemental Indenture in
paragraphs II and III, beginning on page 13 and extending to page 16 thereof,
and in the Twelfth Supplemental Indenture on page 15 thereof, and in the
Thirteenth Supplemental Indenture beginning on page 16 and extending to page 24
thereof, and in the Fifteenth Supplemental Indenture beginning on page 15 and
extending to page 39 thereof, and in the Sixteenth Supplemental Indenture
beginning on page 16 and extending to page 17 thereof, and in the Seventeenth
Supplemental Indenture beginning on page 17 and extending to page 19 thereof,
and in the Eighteenth Supplemental Indenture beginning on page 15 and extending
to page 16 thereof, and in the Nineteenth Supplemental Indenture beginning on
page 16 and extending to page 17 thereof, and in the Twentieth Supplemental
Indenture beginning on page 17 and extending to page 19 thereof, and in the
Twenty-First Supplemental Indenture beginning on page 17 and extending to page
19 thereof, and in the Twenty-Second Supplemental Indenture beginning on page
10 and extending to page 11 thereof, and in the Twenty-Third Supplemental
Indenture beginning on page 10 and extending to page 11 thereof; except any
parcel or part of such real estate heretofore released from the lien of the
Mortgage, or to which the Company and the Trustee have heretofore disclaimed
any right, title, or interest.
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-Fourth
Supplemental Indenture) all real estate, lands, leases, leaseholds (except the
last day of the term of any lease or leasehold), easements, licenses, permits,
franchises, privileges, rights of way and other rights in or relating to real
estate or the occupancy of lands, all rights of way and roads, all gas plants,
gas containers, buildings and other structures and all offices, buildings and
the contents thereof; all machinery, engines, boilers, gas machines, purifiers,
scrubbers, retorts, tanks, pumps, regulators, meters, gas and mechanical
appliances, conduits, gas or other pipes, gas mains and pipes, service pipes,
fittings, valves and connections, tools, implements, apparatus, supplies,
furniture and chattels; all federal, state, municipal and other franchises,
privileges and permits; all lines for the distribution of gas for any purpose
including pipes, conduits and all apparatus for use in connection therewith;
and (except as hereinafter expressly excepted) all the right, title and
interest of the Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinabove described or referred to;
AND TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders,
and (subject to the provisions of Section 13.01 of the Original Indenture) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof;
Provided that all property of the kinds which by the terms of the Original
Indenture are expressly excepted from the lien and operation thereof is
expressly excepted herefrom with the same effect and to the same extent as in
the Original Indenture provided with respect to such property so expressly
excepted;
TO HAVE AND TO HOLD all such properties, real, personal, and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever;
11
<PAGE>
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-Fourth Supplemental Indenture set forth, for the benefit and
security of those who shall hold the bonds and coupons issued and to be issued
under the Mortgage, or any of them, in accordance with the terms of the
Mortgage without preference, priority or distinction as to lien of any of said
bonds and coupons over any other thereof by reason of priority in the time of
the issue or negotiation thereof or for any other reason whatsoever, subject,
however, to the provisions in reference to extended, transferred or pledged
coupons and claims for interest in the Original Indenture set forth; it being
intended that the lien and security of all of said bonds and coupons of all
series issued or to be issued hereunder shall take effect from the execution
and delivery of the Mortgage, and that the lien and security of the Mortgage
shall take effect from the date of execution and delivery of the Original
Indenture as though all of the said bonds of all series were actually
authenticated and delivered and issued upon such date.
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 2029
Series, or any of such bonds, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. For all purposes of this Twenty-Fourth Supplemental
Indenture, except as herein otherwise expressly provided or unless the context
otherwise requires, the terms defined in Sections 1.2 to 1.29 hereof shall have
the meanings specified in such Sections, and all other terms which are defined
in the Original Indenture (including those defined by reference to the Trust
Indenture Act of 1939, as amended, or the Securities Act of 1933, as amended)
shall have the meanings assigned to them in the Original Indenture.
SECTION 1.2. The term "the Trustee" shall mean the party of the second
part hereto, State Street Bank and Trust Company of Missouri, N.A., and,
subject to the provisions of Article XVIII of the Original Indenture, shall
also include its successors and assigns.
SECTION 1.3. The term "Original Indenture" shall mean the indenture of
mortgage and deed of trust dated as of February 1, 1945, hereinbefore referred
to.
SECTION 1.4. The term "First Supplemental Indenture" shall mean the
supplemental indenture dated as of December 1, 1946, hereinbefore referred to.
SECTION 1.5. The term "Second Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1948, hereinbefore referred to.
SECTION 1.6. The term "Third Supplemental Indenture" shall mean the
supplemental indenture dated as of April 1, 1951, hereinbefore referred to.
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SECTION 1.7. The term "Fourth Supplemental Indenture" shall mean the
supplemental indenture dated as of December 1, 1954, hereinbefore referred to.
SECTION 1.8. The term "Fifth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1957, hereinbefore referred to.
SECTION 1.9. The term "Sixth Supplemental Indenture" shall mean the
supplemental indenture dated as of July 1, 1960, hereinbefore referred to.
SECTION 1.10. The term "Seventh Supplemental Indenture" shall mean the
supplemental indenture dated as of June 1, 1964, hereinbefore referred to.
SECTION 1.11. The term "Eighth Supplemental Indenture" shall mean the
supplemental indenture dated as of April 15, 1966, hereinbefore referred to.
SECTION 1.12. The term "Ninth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1968, hereinbefore referred to.
SECTION 1.13. The term "Tenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1970, hereinbefore referred to.
SECTION 1.14. The term "Eleventh Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1972, hereinbefore referred to.
SECTION 1.15. The term "Twelfth Supplemental Indenture" shall mean the
supplemental indenture dated as of March 15, 1974, hereinbefore referred to.
SECTION 1.16. The term "Thirteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of June 1, 1975, hereinbefore referred to.
SECTION 1.17. The term "Fourteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of October 26, 1976, hereinbefore referred to.
SECTION 1.18. The term "Fifteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of July 15, 1979, hereinbefore referred to.
SECTION 1.19. The term "Sixteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 1, 1986, hereinbefore referred to.
SECTION 1.20. The term "Seventeenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1988, hereinbefore referred to.
SECTION 1.21. The term "Eighteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of November 15, 1989, hereinbefore referred to.
SECTION 1.22. The term "Nineteenth Supplemental Indenture" shall mean the
supplemental indenture dated as of May 15, 1991, hereinbefore referred to.
SECTION 1.23. The term "Twentieth Supplemental Indenture" shall mean the
supplemental indenture dated as of November 1, 1992, hereinbefore referred to.
SECTION 1.24. The term "Twenty-First Supplemental Indenture" shall mean
the supplemental indenture dated as of May 1, 1993, hereinbefore referred to.
SECTION 1.25. The term "Twenty-Second Supplemental Indenture" shall mean
the supplemental indenture dated as of November 15, 1995, hereinbefore referred
to.
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SECTION 1.26. The term "Twenty-Third Supplemental Indenture" shall mean
the supplemental indenture dated as of October 15, 1997, hereinbefore referred
to.
SECTION 1.27. The term "Mortgage" shall mean the Original Indenture as
supplemented by the First, Second, Third, Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,
Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First,
Twenty-Second and Twenty-Third 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 1.28. The term "hereof," "hereunder," "hereto," "hereby,"
"hereinbefore," and the like, refer to this Twenty-Fourth Supplemental
Indenture.
SECTION 1.29. The term "2029 Series" shall mean the series of First
Mortgage Bonds created by this Twenty-Fourth Supplemental Indenture, as in
Section 2.1 hereof provided.
ARTICLE II
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
EXCHANGE OF THE 2029 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, 7% Series due June 1, 2029." The aggregate principal amount of
bonds of the 2029 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 2029 Series shall be dated as provided in
Section 2.03 of the Original Indenture.
SECTION 2.3. The bonds of the 2029 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-Fourth 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 2029
Series, upon surrender thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, or in the City of St. Louis, State
of Missouri, together with a written instrument of transfer in form approved by
the Company duly executed by the registered owner or his duly authorized
attorney, shall, subject to the provisions of Section 2.05 of the Original
Indenture, be exchangeable for a like aggregate amount of fully registered
bonds of the same series of other authorized denominations.
SECTION 2.5. The bonds of the 2029 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.
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SECTION 2.6. Until bonds of the 2029 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 2029 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 2029 Series is
registered at the close of business on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the cancellation
of such bond upon any transfer or exchange thereof subsequent to the record
date and prior to such interest payment date, except if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the person
in whose name such bond is registered on the date of payment of such defaulted
interest. The record date shall be May 15 or November 15, as the case may be,
next preceding such interest payment date, or, if such May 15 or November 15
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-Fourth Supplemental Indenture to the
contrary notwithstanding, the Company shall not be required to make transfers
or exchanges of bonds of the 2029 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 2029 Series to be redeemed in part, the portion thereof not so to
be redeemed.
ARTICLE III
REDEMPTION OF BONDS OF THE 2029 SERIES
SECTION 3.1. Bonds of the 2029 Series shall be redeemable, in whole or in
part, at 100% of the principal amount thereof, together with accrued interest
to the date fixed for redemption at any time before maturity by the application
of cash deposited with the Trustee as the result of the operation of the
Maintenance and Improvement Fund provided for in Section 9.07 of the Original
Indenture or in Section 4.1 hereof, or pursuant to the provisions of paragraph
(B) of Section 13.06 of the Original Indenture.
SECTION 3.2. Article XII of the Original Indenture is and shall be
applicable to any redemption of bonds of the 2029 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 2029 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 2029 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
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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 2029 Series are outstanding.
SECTION 4.2. So long as any of the bonds of the 2029 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.
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 2029 Series are outstanding, the
Company shall not be entitled to have authenticated and delivered any bonds
pursuant to Article VI, Article VII or Article VIII of the Original Indenture,
except bonds which may be authenticated and delivered under Article VII of the
Original Indenture, without the receipt by the Trustee of a net earnings
certificate showing the net earnings to be as required by Section 6.05 of the
Original Indenture, unless (in addition to all other requirements for the
authentication and delivery of such bonds):
(a) net earnings of the Company after provision for depreciation,
depletion and amortization of property, for any 12 consecutive calendar
months within the 15 calendar months immediately preceding the date on
which such additional bonds are to be issued, shall have been not less than
2 1/4 times the amount of the total annual interest charges upon the funded
debt of the Company to be outstanding immediately after the issue of such
additional bonds; and
(b) the Trustee shall have received a certificate made, signed and
verified by the same persons (including an independent public accountant
where required) as would be required if such certificate were a net
earnings certificate under the Original Indenture, showing the net earnings
of the Company to be as required by the foregoing clause (a) of this
Section 4.3. Such certificate shall show the net earnings and total annual
interest charges referred to in said clause (a).
For the purposes of this Section 4.3, "funded debt" shall mean all
indebtedness created or assumed by the Company maturing one year or more after
the date of the creation or assumption thereof.
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For the purposes of this Section 4.3, net earnings of the Company after
provision for depreciation, depletion and amortization of property shall mean
the total operating revenue and other income (net) of the Company less
operating expenses (including provision for depreciation, depletion and
amortization of property) and less taxes (excluding income and excess profits
taxes or other taxes which are imposed on or measured by income). In the
determination of net earnings of the Company the following additional
requirements shall be applicable:
(i) No profits or losses from the sale or abandonment of capital
assets or change in value of securities or other investments shall be taken
into account in making such computations;
(ii) In case the Company shall have sold any property for a
consideration in excess of $5,000,000, within or after the particular
period for which the calculation is made, then, in computing the net
earnings of the Company so available, the net earnings or net losses of
such property for the whole of such period shall be excluded to the extent
practicable on the basis of actual earnings and expenses of such property
or on the basis of such estimates of the earnings and expenses of such
property as the signers of a Treasurer's certificate filed with the Trustee
shall deem proper;
(iii) In case the Company shall, within or after the particular period
for which the calculation is made, have acquired (by purchase, merger,
consolidation or otherwise) any property which within six months prior to
the date of acquisition thereof by the Company has been used or operated by
a person or persons other than the Company in a business similar to that in
which it has been or is to be used or operated by the Company, then in
computing the net earnings of the Company so available for such purposes
there shall be included, to the extent that they may not have been
otherwise included, the net earnings or net losses of the property so
acquired for the whole of such period to the extent practicable on the
basis of actual earnings and expenses of such property or on the basis of
such estimates of the earnings and expenses of such property as the signers
of a Treasurer's certificate filed with the Trustee shall deem proper. The
net earnings or net losses of such property for the period preceding such
acquisition shall in such case be ascertained and computed as provided in
this clause (iii) as if such acquired property had been owned by the
Company during the whole of such period;
(iv) The "net earnings of property" referred to in clauses (ii) and
(iii) of this Section 4.3 shall mean the net earnings of such property
computed in the manner provided in this definition for the computation of
net earnings of the Company available for the pertinent purposes.
All accounting determinations required by this Section 4.3 shall (except
to the extent, if any, to which the preceding provisions of this Section 4.3
may conflict with this provision) be made according to the applicable system of
accounts prescribed by the Public Service Commission of Missouri and any
applicable orders of said Commission and (to the extent not prescribed by such
system of accounts or orders) according to generally accepted accounting
principles.
For the purposes of this Section 4.3, the term "Public Service Commission
of Missouri" shall be applicable as provided in Section 4.2 of this Article IV.
SECTION 4.4. So long as any bonds of the 2029 Series are outstanding, in
order that any interest payment on the bonds of the 2029 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
2029 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.
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ARTICLE V
MISCELLANEOUS
SECTION 5.1. In any case where the date of maturity of interest on or
principal of bonds of the 2029 Series or the date fixed for redemption of any
such bonds shall be in the Borough of Manhattan, The City of New York, or in
the City of St. Louis, State of Missouri, a legal holiday or a day on which
banking institutions are authorized by law to close, then payment of interest
or principal need not be made on such date, but may be made on the next
succeeding date not in The City of New York, or in the City of St. Louis, a
legal holiday or a day on which banking institutions are authorized by law to
close, with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after
such date.
SECTION 5.2. If and to the extent that any provision hereof or any other
provision of the Mortgage, limits, qualifies, or conflicts with another
provision included in the Mortgage which is required to be included in the
Mortgage by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
of 1939, as amended by the Trust Indenture 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-Fourth Supplemental Indenture set forth.
SECTION 5.4. This Twenty-Fourth 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-Fourth 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-Fourth Supplemental Indenture is dated,
for convenience and for purposes of reference, as of June 1, 1999, the actual
dates of execution by the Company and by the Trustee are as indicated by their
respective acknowledgements hereto annexed.
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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 President, and its corporate seal to be attested by
its Secretary or an Assistant Secretary, for and in its behalf; and State
Street Bank and Trust Company of Missouri, N.A., Trustee, party of the second
part, in token of its acceptance of the trust hereby created, has caused its
name to be hereunto affixed and this instrument to be signed and sealed by a
Vice President, and its seal to be attested by its Vice President or an
Assistant Vice President.
Laclede Gas Company
/s/ D. H. Yaeger
By __________________________________
D. H. Yaeger
President
ATTEST:
/s/ M. C. Kullman
- -------------------------------------
M. C. Kullman
Secretary
(SEAL)
State Street Bank and Trust
Company of Missouri, N.A.,
Trustee
/s/ Susan James
By __________________________________
Vice President
ATTEST:
/s/ Robert A. Clasquin
- -------------------------------------
Assistant Vice President
(SEAL)
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State of Missouri
ss.
City of St. Louis
}
On this 28th day of May, 1999 before me appeared D. H. Yaeger, to
me personally known, who, being by me duly sworn did say that he is the
President 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 D. H. Yaeger 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
stamp in my office in the City of St. Louis, Missouri, the day and year last
above written.
My commission expires .
/s/ Adele M. Follmer
_____________________________________
Notary Public
State of Missouri
20
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State of Missouri
ss.
City of St. Louis
}
On this 28th day of May, 1999 before me appeared Susan James to me
personally known, who, being by me duly sworn did say that (s)he is a Vice
President of State Street Bank and Trust Company of Missouri, N.A., the national
banking association described in and which executed the foregoing instrument,
and that the seal affixed to the foregoing instrument is the seal of said
association and that said instrument was signed and sealed in behalf of said
association by authority of its board of directors, and said Susan James
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
stamp in my office in the City of St. Louis, Missouri, the day and year last
above written.
My commission expires .
/s/ Adele M. Follmer
-------------------------
Notary Public
State of Missouri
21
