Form 8-K
8-K — Evergy, Inc.
Accession: 0001193125-26-292566
Filed: 2026-07-01
Period: 2026-07-01
CIK: 0001711269
SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d917808d8k.htm (Primary)
EX-1.1 (d917808dex11.htm)
EX-4.1 (d917808dex41.htm)
EX-5.1 (d917808dex51.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d917808d8k.htm · Sequence: 1
8-K
00017112690000054507false 0001711269 2026-07-01 2026-07-01 0001711269 evrg:EvergyKansasCentralIncMember 2026-07-01 2026-07-01
UNITED STATES
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):
July 1, 2026
Commission
File Number
Exact Name of Registrant as Specified in its Charter, State of Incorporation,
Address of Principal Executive Offices and Telephone Number
I.R.S. Employer
Identification No.
001-38515
Evergy, Inc.
82-2733395
(a Missouri corporation)
1200 Main Street
Kansas City, Missouri 64105
(816)
556-2200
NOT APPLICABLE
(Former name or former address, if changed since last report)
001-03523
Evergy Kansas Central, Inc.
48-0290150
(a Kansas corporation)
818 South Kansas Avenue
Topeka, Kansas 66612
(785)
575-6300
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Evergy, Inc. common stock
EVRG
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule
12b-2
of the Exchange Act
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This combined Current Report on Form
8-K
is being filed by the following registrants: Evergy, Inc. and Evergy Kansas Central, Inc. (“Evergy Kansas Central”). Information relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.
Item 8.01
Other Events
On July 1, 2026, Evergy Kansas Central issued $350,000,000 aggregate principal amount of its First Mortgage Bonds, 5.300% Series due 2036 (the “Mortgage Bonds”), pursuant to an Underwriting Agreement, dated June 22, 2026, among Evergy Kansas Central, Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. The Mortgage Bonds were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the shelf registration statement on Form
S-3
(333-281614-02)
of Evergy Kansas Central (the “Registration Statement”).
In connection with the issuance and sale of the Mortgage Bonds, Evergy Kansas Central entered into several agreements and other instruments listed in Item 9.01 of this Current Report on Form
8-K
and filed as exhibits hereto. These exhibits are incorporated by reference into the Registration Statement.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
Exhibit 1.1
Underwriting Agreement, dated June 22, 2026, among Evergy Kansas Central, Inc., Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
Exhibit 4.1
Fifty-Fifth Supplemental Indenture, dated as of July 1, 2026, between Evergy Kansas Central, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, and the form of global bond included therein.
Exhibit 5.1
Opinion, dated July 1, 2026, of Heather A. Humphrey, regarding the validity of the Mortgage Bonds.
Exhibit 23.1
Consent of Heather A. Humphrey (included in Exhibit 5.1).
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Evergy, Inc.
/s/ Geoffrey T. Ley
Geoffrey T. Ley
Senior Vice President, Corporate Planning and Treasurer
Evergy Kansas Central, Inc.
/s/ Geoffrey T. Ley
Geoffrey T. Ley
Senior Vice President, Corporate Planning and Treasurer
Date: July 1, 2026
EX-1.1
EX-1.1
Filename: d917808dex11.htm · Sequence: 2
EX-1.1
Exhibit 1.1
Evergy Kansas Central, Inc.
$350,000,000
First
Mortgage Bonds, 5.300% Series due 2036
UNDERWRITING AGREEMENT
dated June 22, 2026
Barclays Capital Inc.
BNY Mellon Capital Markets, LLC
Goldman Sachs & Co. LLC
U.S. Bancorp Investments, Inc.
Underwriting Agreement
June 22, 2026
Barclays Capital Inc.
BNY Mellon Capital Markets, LLC
Goldman Sachs & Co. LLC
U.S. Bancorp Investments, Inc.
As Representatives of the
several Underwriters named in Schedule A hereto
c/o Barclays Capital Inc.
745 Seventh Avenue
New
York, New York 10019
c/o Goldman Sachs & Co. LLC
200 West Street
New York,
New York 10282
c/o BNY Mellon Capital Markets, LLC
240 Greenwich Street, 3W
New York, New York 10286
c/o U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Ladies and Gentlemen:
Evergy Kansas Central, Inc., a Kansas corporation (the “Company”), proposes to issue and sell to the several underwriters
named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $350,000,000 aggregate principal amount of the Company’s First Mortgage
Bonds, 5.300% Series due 2036 (the “Bonds”). Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc. have agreed to act as representatives of the several
Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Bonds.
The
Bonds will be issued pursuant to and secured by the Mortgage and Deed of Trust, dated as of July 1, 1939, between the Company (formerly The Kansas Power and Light Company) and The Bank of New York Mellon Trust Company, N.A., as successor to
Harris Trust and Savings Bank, as trustee (the “Trustee”), as amended or supplemented by fifty-four indentures supplemental thereto, in addition to the Forty-Second Supplemental (Reopening) Indenture and the Fifty-Third
Supplemental (Reopening) Indenture (such Mortgage and Deed of Trust, as so amended or supplemented, the “Base Mortgage”), and as to be further supplemented by the Fifty-Fifth Supplemental Indenture, to be dated as of
July 1, 2026, with respect to the Bonds (the “Supplemental Indenture” and, together with the Base Mortgage, the “Mortgage Indenture”) in accordance with Article Fourteen of the Base Mortgage. The Bonds will
be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to the Company’s Blanket Letter of Representations, dated April 8, 2020, to the
Depositary (the “DTC Agreement”).
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The Company has prepared and filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (File No. 333-281614-02) to be used in connection with
the public offering and sale of debt securities, including the Bonds, of the Company. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part of the registration statement at the time of effectiveness
pursuant to Rule 430B of the Securities Act (“Rule 430B”), is called the “Registration Statement.” The term “Base Prospectus” shall mean the base prospectus dated August 16, 2024 relating
to the Bonds. The term “Preliminary Prospectus” shall mean any preliminary prospectus supplement relating to the Bonds, together with the Base Prospectus, that is filed with the Commission pursuant to Rule 424(b) of the Securities
Act (“Rule 424(b)”). The term “Prospectus” shall mean the final prospectus supplement relating to the Bonds, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time
that this Agreement is executed (the “Execution Time”) and delivered by the parties hereto. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 of the Securities Act prior to 2:50 p.m. (Eastern time) on June 22, 2026 (the “Initial
Sale Time”). All references in this Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement
to (a) financial statements and schedules and other information that is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, the Prospectus or any
Preliminary Prospectus shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or any Preliminary
Prospectus, as the case may be, prior to the Initial Sale Time, (b) to amendments or supplements to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to include the filing of any document under the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the
Prospectus or any Preliminary Prospectus, as the case may be, after the Initial Sale Time, (c) the words “include” and “including” (and variations thereof) shall not be deemed to be terms of limitation, but rather shall
be deemed to be followed by the words “without limitation” or “but not limited to” and (d) the word “or” shall not be exclusive.
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The Company hereby confirms its agreements with the Underwriters as follows:
SECTION 1. Representations and Warranties of the Company.
The Company hereby represents, warrants and covenants to each Underwriter as of the date hereof, as of the Initial Sale Time and as of the
Closing Date (as such term is defined herein) (in each case, a “Representation Date”), as follows:
(a)
Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this
clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Bonds in reliance on the exemption of Rule 163 of the Securities Act, and (iv) as of the Execution Time (with such date being used as the determination date for
purposes of this clause (iv)), the Company was and is a “well-known seasoned issuer” (as such term is defined in Rule 405 of the Securities Act (“Rule 405”)). The Registration
Statement is an “automatic shelf registration statement” (as such term is defined in Rule 405), the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act (“Rule
401(g)(2)”) objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.
(b) Compliance with Registration Requirements. The Company meets the requirements for use of Form
S-3 of the Securities Act and the Bonds have been duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement has become effective under the Securities Act and
no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or
threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on August 16, 2024. In addition, the Mortgage
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
At the respective times the Registration Statement and any post-effective amendments thereto became effective and at each Representation Date,
the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and 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 not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such
amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 1(b) shall not apply to (A) that part of the Registration Statement that constitutes the Statement
of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act or (B) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any
amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only
such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
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Each Preliminary Prospectus and the Prospectus, at the time each was filed with the
Commission, complied in all material respects with the Securities Act, and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Bonds will, at the time of such delivery, be
identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by the Commission’s Regulation S-T.
(c) Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated
June 22, 2026, (ii) each Issuer Free Writing Prospectus (as such term is defined below) identified as an “Issuer General Use Free Writing Prospectus” in Annex I hereto (each, an “Issuer General Use Free Writing
Prospectus”) and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. The term “Issuer Free Writing Prospectus” shall
mean any “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act (“Rule 433”)) relating to the Bonds that (A) is required to be filed with the Commission by the Company or
(B) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, in each case in the form filed or required to be filed with the Commission or, if
not required to be so filed, in the form retained in the Company’s records pursuant to Rule 433(g). The term “Issuer Limited Use Free Writing Prospectus” shall mean any Issuer Free Writing Prospectus that is not an Issuer
General Use Free Writing Prospectus as identified in Annex I hereto. At the Initial Sale Time, neither (1) the Disclosure Package nor (2) any individual Issuer Limited Use Free Writing Prospectus, when considered with the Disclosure
Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence
does not apply to statements in or omissions from the Disclosure Package or any Issuer Limited Use Free Writing Prospectus based upon and in conformity with information furnished to the Company in writing by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.
(d) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any
Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the
other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or 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 were made, not misleading.
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(e) Not an Ineligible Issuer. (i) At the earliest time after the filing of the
Registration Statement that the Company or another offering participant makes a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Bonds and (ii) as of the Execution Time (with such date being used as the
determination date for purposes of this clause (ii)), the Company was not or is not an “ineligible issuer” (as such term is defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it
is not necessary that the Company be considered such an ineligible issuer.
(f) Issuer Free Writing Prospectuses. Each Issuer Free
Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of Bonds or until any earlier date that the Company notified or notifies the Representatives as described in the next
sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following
issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any
Preliminary Prospectus or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with information furnished to the Company in writing by any
Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(g) No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any
equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.
(h) Due Incorporation and Qualification. The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the state of Kansas with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its
obligations under this Agreement, the Mortgage Indenture and the Bonds; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not result in a Material Adverse Change (as such term is defined herein).
(i) Subsidiaries. Evergy Kansas South, Inc. (the “Subsidiary”) is a “significant subsidiary” (as such
term is defined in Rule 1-02 of the Commission’s Regulation S-X) of the Company. The Subsidiary has been duly incorporated and is validly existing as a corporation
in good standing under the laws of its jurisdiction of incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and is duly
qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason
5
of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Change; except as
otherwise disclosed in the Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of the Subsidiary have been duly authorized and validly issued, are fully paid and
non-assessable and are owned directly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of the
Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of the Subsidiary. The Company has no other “significant subsidiaries” (as such term is defined in Rule
1-02 of the Commission’s Regulation S-X) other than the Subsidiary.
(j) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and
the Prospectus. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital
stock of the Company was issued in violation of preemptive or other similar rights of any securityholder of the Company.
(k)
Accountants. The accountants who issued their reports on the financial statements of the Company included or incorporated by reference in the Disclosure Package and the Prospectus are an independent registered public accounting firm with
respect to the Company, as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (United States).
(l) Financial Statements. The financial statements and any supporting schedules of the Company included or incorporated by reference in
the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the financial position of the Company as of the dates indicated and the results of its operations and cash flows for the periods
specified; except as stated therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and any supporting
schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the
Disclosure Package and the Prospectus present fairly, in accordance with GAAP, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus.
(m) Authorization of the Underwriting Agreement. This Agreement
has been duly authorized, executed and delivered by the Company.
(n) Authorization of the Mortgage Indenture. The Mortgage
Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized; the Base Mortgage has been and, at the Closing Date, the Supplemental Indenture will be duly executed and delivered by the Company; and the Base Mortgage
constitutes and, at the Closing Date, the Mortgage Indenture will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting enforcement of mortgagees’ or other creditors’ rights generally and except as enforcement thereof is subject to
6
general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); provided, however, that certain remedial provisions of the Mortgage
Indenture may not be enforceable, but such unenforceability will not render the Mortgage Indenture invalid as a whole or affect the judicial enforcement of (i) the obligation of the Company to repay the principal of the Bonds, together with the
interest and any premium thereon, as provided in the Bonds, (ii) the acceleration of the obligation of the Company to repay such principal, together with such interest and premium, based upon a material default by the Company in the payment of
such principal, interest or premium or (iii) the right of the Trustee to exercise its right to foreclose under the Mortgage Indenture.
(o) Accurate Tax Disclosure. The factual statements set forth in the Disclosure Package and the Prospectus under the caption
“Material U.S. Federal Income Tax Considerations” are accurate in all material respects and fairly present the information provided.
(p) Authorization of the Bonds. The Bonds to be purchased by the Underwriters from the Company are in the form contemplated by the
Mortgage Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Mortgage Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the
Mortgage Indenture and delivered against payment of the purchase price therefor, will be validly issued and delivered and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting enforcement of mortgagees’ or other creditors’ rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Mortgage Indenture.
(q) Recordation of the Mortgage Indenture. The Mortgage Indenture (not including the Supplemental Indenture) has been duly recorded and
filed in each place in which such recording or filing is required to establish, protect and preserve the lien of the Mortgage Indenture on the Mortgaged Property (as such term is defined in the Mortgage Indenture), and all taxes and recording or
filing fees required to be paid in connection with the execution, recording or filing of the Mortgage Indenture (not including the Supplemental Indenture) have been duly paid.
(r) Title to Property. Except as to property acquired subsequent to the execution and delivery of the Supplemental Indenture, the
Company has good and sufficient title to, or a satisfactory easement in, the Mortgaged Property (except such property as may have been disposed of or released from the lien thereof in accordance with the terms thereof), subject only to (i) the
lien of the Mortgage Indenture, (ii) exceptions and reservations specifically set forth therein, (iii) Permitted Liens (as such term is defined in the Mortgage Indenture), (iv) leases and minor liens of judgments not prior to the lien
of the Mortgage Indenture that do not interfere with the Company’s business, (v) defects, irregularities and deficiencies in titles of properties and
rights-of-way that do not materially impair the use of such property and rights-of-way
for the purposes for which they are held by the Company and (vi) matters specified in the Disclosure Package and the Prospectus under the caption “Description of First Mortgage Bonds—Priority and Security.”
7
(s) Lien of the Mortgage Indenture. The Mortgage Indenture, subject only to the
qualifications set forth in Section 1(r) hereof and to such other matters as do not materially affect the security for the Bonds, constitutes a valid, direct first mortgage lien upon the Mortgaged Property, and all property (to the extent such
property constitutes Mortgaged Property) acquired by the Company after the execution and delivery of the Supplemental Indenture will, upon such acquisition, become subject to the lien of the Mortgage Indenture to the extent provided therein,
subject, however, to Permitted Liens and such other exceptions as are permitted by the Mortgage Indenture.
(t) Description of the
Bonds and the Mortgage Indenture. The Bonds and the Mortgage Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(u) Material Changes or Material Transactions. Since the respective dates as of which information is given in the Registration
Statement, the Disclosure Package and the Prospectus, except as may otherwise be stated therein or contemplated thereby, (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Change”), and (ii) there have been no transactions
entered into by the Company and its subsidiaries considered as one enterprise (other than those in the ordinary course of business) that are material with respect to the Company and its subsidiaries considered as one enterprise.
(v) No Defaults. Neither the Company nor the Subsidiary is in violation of its articles of incorporation, charter or by-laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, neither the Company nor the Subsidiary is in default in the performance or observance of
any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Subsidiary is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or the Subsidiary is subject (each, an “Agreement or Instrument” and, collectively, the “Agreements and Instruments”). The execution and delivery of this
Agreement, the Mortgage Indenture and the Bonds and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action and do not and will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien, charge or encumbrance (except pursuant to the terms of the Mortgage Indenture) upon any property or assets of the Company or the Subsidiary pursuant to, any material Agreements and
Instruments, nor will such action result in any violation of the provisions of the articles of incorporation, charter or by-laws, as they may be then amended or in effect, of the Company or the Subsidiary or
any applicable law, administrative regulation or administrative or court order or decree.
(w) Regulatory Approvals. The Company
has obtained all necessary consents, orders or approvals in connection with the issuance and sale of the Bonds, and no consent, approval, authorization, order or decree of any other court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws.
8
(x) Legal Proceedings; Contracts. Except as may be set forth, incorporated or deemed
incorporated by reference in the Disclosure Package and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened
against or affecting, the Company or its subsidiaries that would reasonably be expected to result in any Material Adverse Change, or might materially and adversely affect its properties or assets or would reasonably be expected to materially and
adversely affect the consummation of the transactions contemplated by this Agreement; and there are no contracts or documents that are required to be filed as exhibits to the Registration Statement by the Securities Act that have not been so filed.
(y) Franchises. The Company and the Subsidiary hold, to the extent required, valid and subsisting franchises, certificates of
convenience and authority, licenses and permits authorizing them to carry on the regulated utility businesses in which they are engaged in the territories from which substantially all of the Company’s consolidated gross operating revenue is
derived, except where the failure to hold such franchises, certificates of convenience and authority, licenses and permits would not result in a Material Adverse Change. Neither the Company nor the Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit that, individually or in the aggregate, if the subject of an unfavorable decision ruling or finding, reasonably be expected
to result in a Material Adverse Change, except as set forth in the Disclosure Package and the Prospectus.
(z) Environmental Laws.
Except as described, incorporated or deemed incorporated by reference in the Disclosure Package and the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change,
(i) neither the Company nor the Subsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including
laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively,
“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company
and the Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the knowledge of the Company, threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or the Subsidiary and
(iv) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental
body or agency, against or affecting the Company or the Subsidiary relating to Hazardous Materials or any Environmental Laws.
(aa)
Investment Company Act. The Company is not and, upon the issuance and sale of the Bonds as contemplated herein and the application of the net proceeds thereof as described in the Disclosure Package and the Prospectus, will not be, required to
register as an “investment company” under the Investment Company Act of 1940, as amended.
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(bb) ERISA. The Company and the Subsidiary are in compliance in all material respects
with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as such
term is defined in ERISA) has occurred with respect to any “pension plan” (as such term is defined in ERISA) for which the Company or the Subsidiary would have any material liability; the Company and the Subsidiary have not incurred and
do not expect to incur any material liability under (i) Title IV of ERISA with respect to the termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company or the Subsidiary would have any liability that is intended to be qualified under
Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
(cc) Insurance. The Company and the Subsidiary carry, or are covered by, insurance in such amounts and covering such risks as is
adequate for the conduct of their respective businesses and the value of their respective properties.
(dd) Taxes. The Company and
the Subsidiary have filed all federal, state and local income and franchise tax returns required to be filed through the date hereof and have paid all taxes due thereon, except such as are being contested in good faith by appropriate proceedings or
for which an extension has been requested, and no tax deficiency has been determined adversely to the Company or the Subsidiary that has had, nor does the Company have any knowledge of any tax deficiency that, if determined adversely to the Company
or the Subsidiary, would reasonably be expected to result in, a Material Adverse Change.
(ee) Internal Controls. Each of the
Company and the Subsidiary (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls that provide reasonable assurance that (A) transactions are executed in accordance with management’s
authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s
authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals. Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent
audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(ff) Sarbanes-Oxley. The Company is in compliance, in all material respects, with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans, and the requirement that the Company and its consolidated subsidiaries maintain the following, among other, controls and
procedures:
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(i) a system of “internal accounting controls” as contemplated
in Section 13(b)(2)(B) of the Exchange Act;
(ii) “disclosure controls and procedures” (as such term is
defined in Rule 13a-15(e) of the Exchange Act); and
(iii) “internal control
over financial reporting” (as such term is defined in Rule 13a-15(f) of the Exchange Act).
(gg) Pending Proceedings and Examinations. The Company has not received notice from the Commission that the Registration Statement is
the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the
Bonds.
(hh) Ratings. The Bonds will be rated as described in the Final Term Sheet (as such term is defined herein).
(ii) Foreign Corrupt Practices Act. None of the Company, the Subsidiary nor, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person associated with or acting on behalf of the Company or the Subsidiary has (i) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,
(iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(jj) Money Laundering Laws. The operations of the Company, the Subsidiary and, to the knowledge of the Company, its other
subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations
promulgated thereunder and the anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiary or, to the knowledge of the Company, any of its other subsidiaries with respect to the Money Laundering Laws is pending or
threatened.
(kk) OFAC. None of the Company, the Subsidiary nor, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or the Subsidiary is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including the Office of Foreign Assets Control of the U.S. Department of the
Treasury (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), and the Company will not directly or indirectly use the proceeds of the offering of the Bonds hereunder, or lend, contribute
or otherwise make available such proceeds to the Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such
funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of
Sanctions.
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(ll) eXtensible Business Reporting Language. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with
the Commission’s rules and guidelines applicable thereto.
(mm) Cybersecurity. (i) (A) Except as disclosed in the
Registration Statement, the Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiary’s information technology and computer systems, networks,
hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”)
and (B) the Company and the Subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as
would not, in the case of this clause (i), reasonably be expected to result in a Material Adverse Change; (ii) the Company and the Subsidiary are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from
unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and (iii) the Company and the
Subsidiary have implemented backup and disaster recovery technology reasonably consistent with industry standards and practices.
Any
certificate signed by any director or officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby on
the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.
SECTION 2. Purchase, Sale and Delivery of the Bonds.
(a) The Bonds. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Bonds
upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from
the Company the aggregate principal amount of Bonds set forth opposite their names on Schedule A hereto, plus any additional principal amount of Bonds that such Underwriter may become obligated to purchase pursuant to Section 9 hereof, at a
purchase price of 99.235% of the principal amount of the Bonds, payable on the Closing Date.
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(b) The Closing Date. Delivery of one or more certificates for the Bonds in
global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Bracewell LLP, 31 West 52nd Street, New York, New York (or such other place as may be agreed to by the Company and the Representatives) at
10:00 a.m., New York City time, on July 1, 2026, or such other time and date as the Underwriters and the Company shall mutually agree (the time and date of such closing are called the “Closing Date”).
(c) Public Offering of the Bonds. The Representatives hereby advise the Company that the Underwriters intend to offer for
sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Bonds as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and
practicable.
(d) Payment for the Bonds. Payment for the Bonds shall be made at the Closing Date by wire transfer of immediately
available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the
purchase price for, the Bonds that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Bonds to be purchased by any Underwriter whose funds shall not have been received by the
Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(e) Delivery of the Bonds. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several
Underwriters through the facilities of the Depositary one or more certificates for the Bonds at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The
certificate for the Bonds shall be a definitive global certificate in book-entry form for clearance through the Depositary. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the
obligations of the Underwriters.
SECTION 3. Covenants of the Company.
The Company covenants and agrees with each Underwriter as follows:
(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b) hereof, will
comply with the requirements of Rule 430B, and will promptly notify the Representatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as such term is defined herein) of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to any Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during
the Prospectus Delivery Period, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information and (iv) the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of
the Bonds for offering or sale in any jurisdiction, or of the initiation or threatening
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of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly
whether any Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such document. The Company will use every reasonable
effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Representatives’ Review of Proposed Amendments and Supplements. During the period beginning on the date
of this Agreement and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, a prospectus relating to the Bonds is no longer required by law to be delivered in connection with sales of the Bonds by
an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration
Statement, the Disclosure Package or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Company shall furnish, within a reasonable time prior to filing such
amendment or supplement, to the Representatives for review a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement (except for any amendment or supplement filed under the
Exchange Act after the Closing Date) to which the Representatives or counsel for the Underwriters shall reasonably object.
(c)
Delivery of Registration Statements. If requested, the Company will furnish or deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and copies of all consents and certificates of experts, and will also deliver to
the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The Registration Statement and each amendment thereto furnished to
the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by the Commission’s Regulation S-T.
(d) Delivery of Prospectuses. The Company will deliver to each Underwriter, without charge, as many copies of each Preliminary
Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the Prospectus
Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request. Each Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by the Commission’s Regulation S-T.
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(e) Continued Compliance with Securities Laws. The Company will comply with the
Securities Act and the Exchange Act so as to permit the completion of the distribution of the Bonds as contemplated in this Agreement and the Prospectus. If, at any time during the Prospectus Delivery Period, any event shall occur or condition shall
exist as a result of which it is necessary to amend the Registration Statement in order that the Registration Statement 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 not misleading or to amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, 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 existing at the Initial Sale Time or at the time it is delivered or conveyed to a purchaser, not misleading, or if it shall be
necessary at any such time to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to comply with the requirements of the Securities Act, the Company will (i) notify the Representatives of
any such event, development or condition, (ii) promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement (including by filing under the Exchange Act any document incorporated by reference
in the Disclosure Package or the Prospectus) as may be necessary to correct such statement or omission or to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and (iii) the Company will
furnish to the Underwriters, without charge, such number of copies of such amendment or supplement to the Disclosure Package or the Prospectus as the Underwriters may reasonably request.
(f) Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register
the Bonds for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations
and exemptions in effect so long as required for the distribution of the Bonds. The Company shall not be required to qualify to transact business or to take any action that would subject it to general service of process in any such jurisdiction
where it is not presently qualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to)
the Bonds for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall
use every reasonable effort to obtain the withdrawal thereof at the earliest possible moment.
(g) Use of Proceeds. The Company
shall apply the net proceeds from the sale of the Bonds sold by it in the manner described under the caption “Use of Proceeds” in each of the Disclosure Package and the Prospectus.
(h) Depositary. The Company will cooperate with the Underwriters and use every reasonable effort to permit the Bonds to be eligible for
clearance and settlement through the facilities of the Depositary.
(i) Periodic Reporting Obligations. During the Prospectus
Delivery Period and subject to Section 3(b) hereof, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act.
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(j) Agreement Not to Offer or Sell Additional Securities. During the period
commencing on the date hereof and ending on the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell,
offer, contract or grant any option to sell, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the Exchange Act, or otherwise dispose of or transfer, or
announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Bonds or securities exchangeable for or convertible into debt securities similar to the Bonds,
other than as contemplated by this Agreement with respect to the Bonds.
(k) Final Term Sheet. The Company will prepare a final
term sheet containing only a description of the Bonds, in substantially the form previously agreed to by the Company and the Representatives, and will file such term sheet pursuant to Rule 433(d) within the time required by Rule 433 (the
“Final Term Sheet”). The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.
(l)
Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, represents that it has not
made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Bonds that would constitute an “issuer free writing prospectus” or that would otherwise
constitute a “free writing prospectus” (as such terms are defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the
Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex I hereto. Any such free writing prospectus consented to by the
Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it has (i) treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free
Writing Prospectus and (ii) complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(m) Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any
time during the Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly
notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Bonds, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such
registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and
sale of the Bonds to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include
such new registration statement or post-effective amendment, as the case may be.
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(n) Registration Statement Renewal Deadline. If immediately prior to the third
anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Bonds remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done
so and is eligible to do so, a new automatic shelf registration statement relating to the Bonds, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will
prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Bonds, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be
declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Bonds to continue as contemplated in the expired registration statement
relating to the Bonds. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
(o) Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Bonds within the time required by
Rule 456(b)(1) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.
(p) No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or
that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Bonds.
(q) Earning Statement. The Company will make generally available to the Company’s security holders and to the Representatives as
soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement that will satisfy the provisions of Section 11(a) of the
Securities Act.
The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the
performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.
SECTION 4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery of the Bonds (including all printing and engraving
costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Bonds to the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or certified public
accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits,
schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Mortgage Indenture, the DTC Agreement and the
Bonds, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any
part of the Bonds for offer and sale under the state securities or blue sky laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of
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such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review,
if any, by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the Bonds, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the
Trustee in connection with the Mortgage Indenture and the Bonds, (viii) any fees payable in connection with the rating of the Bonds with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel)
of the Company in connection with approval of the Bonds by the Depositary for “book-entry” transfer, (x) all other applicable fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, (xi) all
reasonable out-of-pocket expenses incurred by the Representatives with respect to any road show, including expenses relating to slide production, internet road show
taping and travel, and (xii) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section 4. Except as provided in this
Section 4, Section 6, Section 7 and Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
SECTION 5. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to
purchase and pay for the Bonds as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of each Representation Date as though then
made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:
(a) Effectiveness of Registration Statement. The Registration Statement shall remain effective under the Securities Act and no stop
order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission, any request on the part of
the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use
of the automatic shelf registration statement form.
(b) Filings under Rule 424(b) and Rule 433. For the period from the Execution
Time to the Closing Date:
(i) the Company shall have filed any Preliminary Prospectus not previously filed and the
Prospectus with the Commission (including the information required by Rule 430B) in the manner and within the time period required by Rule 424(b) (or the Company shall have filed a post-effective amendment to the Registration Statement containing
the information required by Rule 430B, and such post-effective amendment shall have become effective); and
(ii) the Final
Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings under Rule 433.
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(c) Accountants’ Comfort Letter. On the date hereof, the
Representatives shall have received from Deloitte & Touche LLP, independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the
Representatives with respect to the audited and any unaudited consolidated financial statements and certain financial information of the Company included or incorporated by reference in the Registration Statement, any Preliminary Prospectus and the
Prospectus.
(d) Bring-down Comfort Letter. On the Closing Date, the Representatives
shall have received from Deloitte & Touche LLP, independent public or certified public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the
statements made in the letter furnished by them pursuant to Section 5(c) hereof, except that the specified date referred to therein for the carrying out of procedures shall be no more than two business days prior to the Closing Date and in any
case no earlier than the date hereof.
(e) No Material Adverse Change or Ratings Agency Change. For the period from the Execution
Time to the Closing Date:
(i) in the judgment of the Representatives, there shall not have occurred any Material Adverse
Change, except as reflected in or contemplated by the Disclosure Package; and
(ii) there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by
any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act).
(f) Opinion of Counsel for the Company. On the Closing Date, the Representatives shall have received the favorable opinions of
(i) Hunton Andrews Kurth LLP, counsel for the Company, dated the Closing Date, the form of which is attached as Exhibit A-1, and (ii) Heather A. Humphrey, Senior Vice President, General Counsel and
Corporate Secretary of the Company, dated the Closing Date, the form of which is attached as Exhibit A-2.
(g) Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the favorable opinion of
Bracewell LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as may be reasonably requested by the Underwriters.
(h) Officers’ Certificate. On the Closing Date, the Representatives shall have received a written certificate executed by the
Chief Executive Officer, President or a Vice President of the Company and the Chief Financial Officer, Chief Accounting Officer or Treasurer or Assistant Treasurer of the Company, dated the Closing Date, to the effect that, to the best of their
knowledge after reasonable investigation:
(i) the Company has received no stop order suspending the effectiveness of the
Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission;
19
(ii) the Company has not received from the Commission any notice pursuant to
Rule 401(g)(2) objecting to use of the automatic shelf registration statement form;
(iii) for the period from the
Execution Time to the Closing Date, there has not occurred any downgrading, and the Company has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act);
(iv) for the period from the Execution Time to the Closing Date, there has not occurred any Material Adverse Change;
(v) the representations and warranties of the Company set forth in Section 1 hereof are true and correct with the same
force and effect as though expressly made on and as of the Closing Date; and
(vi) the Company has complied with all the
agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
(i) Recordation of the Supplemental Indenture. The Company shall have caused the Supplemental Indenture to be duly recorded and filed
in each place in which such recording or filing is required to establish, protect and preserve the lien of the Mortgage Indenture on the Mortgaged Property.
(j) Additional Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have received such
information, documents and opinions as they may reasonably require for the purposes of enabling such counsel to pass upon the issuance and sale of the Bonds as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained.
If any condition specified in this
Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the
part of any party to any other party, except that Section 4, Section 6, Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination.
SECTION 6. Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the
Representatives pursuant to Section 5, Section 10(i) or Section 10(iv) hereof, the Company agrees to reimburse the Representatives and the other Underwriters, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Bonds, including fees and
disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
20
SECTION 7. Indemnification.
(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, director,
officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and to reimburse each Underwriter, its officers, directors, employees, agents and controlling persons for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as
such expenses are reasonably incurred by such Underwriter, officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 7(b) hereof. The indemnity
agreement set forth in this Section 7(a) shall be in addition to any liabilities that the Company may otherwise have.
(b)
Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if
any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become
subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue
21
statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or
supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, such director, officer or
controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such director, officer or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company in writing expressly
for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph, the third sentence of the eighth
paragraph and the ninth paragraph, each under the caption “Underwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter
may otherwise have.
(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure to so notify the indemnifying party (i) will not relieve it from liability under Section 7(a) or 7(b) hereof unless and to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability other than the indemnification obligation provided in Section 7(a) or 7(b)
hereof. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it
shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel
satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such indemnified party, unless (i) the employment of such counsel has been specifically authorized by the indemnifying party, (ii) the indemnifying party has failed promptly to assume the defense and employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and such
indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it that are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying
party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action
or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single
firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by (i) the Representatives, in the case of indemnification pursuant to Section 7(a) hereof or (ii) the Company, in the case of
indemnification pursuant to Section 7(b) hereof, and that all such reasonable fees and expenses shall be reimbursed as they are incurred).
22
(d) Settlements. The indemnifying party under this Section 7 shall not be liable
for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim,
damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or
consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless
such settlement, compromise or consent (A) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (B) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
SECTION 8.
Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Bonds pursuant to this Agreement or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the
Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Bonds pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the
Bonds pursuant to this Agreement (before deducting expenses) received by the Company, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus bear to the aggregate initial
public offering price of the Bonds as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
23
The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 7(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided, however, that
no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) hereof for purposes of indemnification.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8.
Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting
discount received by such Underwriter in connection with the Bonds underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective underwriting
commitments as set forth opposite their names in Schedule A hereto. For purposes of this Section 8, each director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company
within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.
SECTION 9. Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of
the several Underwriters shall fail or refuse to purchase Bonds that it or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours
thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the aggregate principal amount of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set forth.
If, however, the Underwriters shall not have
completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Bonds to be purchased on such
date, the non-defaulting Underwriters shall be obligated, severally, in the proportion to the aggregate principal amount of the Bonds set forth opposite their respective names on Schedule A hereto bears to the
aggregate principal amount of such Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date.
24
If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to
purchase such Bonds and the aggregate principal amount of such Bonds with respect to which such default occurs exceeds 10% of the aggregate principal amount of Bonds to be purchased on such date, and arrangements satisfactory to the Representatives
and the Company for the purchase of such Bonds are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7,
Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination.
In any such case, either
the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, each Issuer Free Writing Prospectus, each
Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement, the term
“Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
SECTION 10. Termination of this Agreement.
Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially
limited by the New York Stock Exchange or the Commission, or trading in securities generally on the NASDAQ Global Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been
generally established on either of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; (iii) there shall have occurred any outbreak or
escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any change or development involving a prospective substantial change in United
States’ or international political, financial or economic conditions, as in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Bonds in the manner and on the terms
described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, there shall have occurred any Material Adverse Change; or (v) there shall have occurred
a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 10 shall be without liability on the part of (A) the Company to any Underwriter,
except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and Section 6 hereof, (B) any Underwriter to the Company or (C) any party hereto to any other
party except that the provisions of Section 7, Section 8 and Section 16 hereof shall at all times be effective and shall survive such termination.
25
SECTION 11. No Fiduciary Duty; No Advisory or Fiduciary
Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Agreement, including the determination of the public offering price of the Bonds and any related discounts and
commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with the offering contemplated hereby
and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party;
(iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter
has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the
several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or
tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several
Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
SECTION 12. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement
(i) will remain operative and in full force and effect, regardless of (A) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees,
agents or controlling persons referred to in Section 7(a) or Section 7(b) hereof, as the case may be or (B) acceptance of the Bonds and payment for them hereunder and (ii) will survive delivery of and payment for the Bonds sold
hereunder and any termination of this Agreement.
SECTION 13. Notices. All communications hereunder
shall be in writing and shall be delivered by mail, hand or electronic means as follows:
If to the Representatives:
Barclays Capital Inc.
745
Seventh Avenue
New York, New York 10019
Facsimile: (646) 834-8133
Attention: Syndicate Registration
and
26
BNY Mellon Capital Markets, LLC
240 Greenwich Street, 3W
New
York, New York 10286
Facsimile: (212) 815-5192
Attention: Debt Capital Markets
and
Goldman
Sachs & Co. LLC
200 West Street
New York, New York 10282
Facsimile: (212) 902-9316
Attention: Registration Department
and
U.S. Bancorp Investments,
Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Facsimile: (877) 774-3462
Attention: High Grade Syndicate
with a copy to:
Bracewell LLP
31 West 52nd Street
New
York, New York 10020-1100
Facsimile: (800) 404-3970
Attention: Todd W. Eckland
If
to the Company:
Evergy Kansas Central, Inc.
818 South Kansas Avenue
Topeka,
Kansas 66612
Facsimile: (816) 556-2924
Attention: Heather A. Humphrey
with a copy to:
Hunton Andrews
Kurth LLP
200 Park Avenue
New York, New York 10166
Facsimile: (212) 309-1024
Attention: Peter K. O’Brien
27
Any party hereto may change the address for receipt of communications by giving written
notice to the others.
SECTION 14. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Underwriters pursuant to Section 9 hereof, and to the benefit of the directors, officers, employees, agents and controlling persons referred to in Section 7 and Section 8
hereof, and in each case their respective successors and assigns, and no other person will have any right or obligation hereunder. The term “successors and assigns” shall not include any purchaser of the Bonds as such from any of
the Underwriters merely by reason of such purchase.
SECTION 15. Partial Unenforceability. The
invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
SECTION 16. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.
SECTION 17. General Provisions. This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant
to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during
negotiations regarding the provisions hereof, including the indemnification provisions of Section 7 hereof and the contribution provisions of Section 8 hereof, and is fully informed regarding such provisions. Each of the parties hereto
further acknowledges that the provisions of Section 7 and Section 8 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate
disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
28
SECTION 18. Recognition of U.S. Special Resolution Regimes. In
the event that (a) any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this
Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the
United States and (b) any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against
such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United
States. For purposes of this Section 18, (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (ii) “Covered
Entity” means (A) a “covered entity” (as such term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (B) a “covered bank” (as such term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b)) or (C) a “covered FSI” (as such term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b)), (iii) “Default Right” has the meaning assigned to that term in, and
shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations thereunder and
(B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations thereunder.
29
If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
EVERGY KANSAS CENTRAL, INC.
By:
/s/ Geoffrey T. Ley
Name:
Geoffrey T. Ley
Title:
Senior Vice President, Corporate Planning and Treasurer
[Signature Page to
Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives
as of the date first above written.
BARCLAYS CAPITAL INC.
BNY MELLON CAPITAL MARKETS, LLC
GOLDMAN SACHS & CO. LLC
U.S. BANCORP INVESTMENTS, INC.
Acting as Representatives
of the several Underwriters
named in Schedule A hereto.
BARCLAYS CAPITAL INC.
By:
/s/ John Lembeck
Name: John Lembeck
Title: Managing Director
BNY MELLON CAPITAL MARKETS, LLC
By:
/s/ Dan Klinger
Name: Dan Klinger
Title: Managing Director
GOLDMAN SACHS & CO. LLC
By:
/s/ Kevin Dirkse
Name: Kevin Dirkse
Title: Managing Director
U.S. BANCORP INVESTMENTS, INC.
By:
/s/ Michael Priore
Name: Michael Priore
Title: Managing Director
[Signature Page to
Underwriting Agreement]
SCHEDULE A
Underwriters
Aggregate
Principal
Amount of
Bonds to be
Purchased
Barclays Capital Inc.
$
84,000,000
BNY Mellon Capital Markets, LLC
$
84,000,000
Goldman Sachs & Co. LLC
$
84,000,000
U.S. Bancorp Investments, Inc.
$
84,000,000
Commerce Brokerage Services, Inc.
$
8,400,000
Loop Capital Markets LLC
$
5,600,000
Total
$
350,000,000
A-1
ANNEX I
LIST OF ISSUER GENERAL USE FREE WRITING PROSPECTUSES
1.
Final Term Sheet dated June 22, 2026
LIST OF ISSUER LIMITED USE FREE WRITING PROSPECTUSES
None
I-1
EXHIBIT A-1
Form of Opinion of Company’s Counsel
(a) The Registration Statement has become effective under the Securities Act; each of the Preliminary Prospectus and the Prospectus has been
filed pursuant to Rule 424(b) in accordance with Rule 424(b); the Final Term Sheet has been filed pursuant to Rule 433 in accordance with Rule 433; and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement is in
effect nor are any proceedings for such purpose pending before or threatened by the Commission.
(b) (i) The Registration Statement (other
than the financial statements, financial data, statistical data and supporting schedules included therein or omitted therefrom and other than the documents incorporated by reference therein, as to none of which we express any opinion pursuant to
this paragraph (b)), as of the date of the Underwriting Agreement, (ii) the Preliminary Prospectus (other than the financial statements, financial data, statistical data and supporting schedules included therein or omitted therefrom and other
than the documents incorporated by reference therein, as to none of which we express any opinion pursuant to this paragraph (b)), at the Initial Sale Time, and (iii) the Prospectus (other than the financial statements, financial data,
statistical data and supporting schedules included therein or omitted therefrom and other than the documents incorporated by reference therein, as to none of which we express any opinion pursuant to this paragraph (b)), as of the date of the
Prospectus Supplement and as of the date hereof, appear on their face to have complied as to form in all material respects with the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), the Securities
Act and the rules and regulations of the Commission promulgated thereunder.
(c) Each document incorporated by reference in the
Preliminary Prospectus and the Prospectus (other than the financial statements, financial data, statistical data and supporting schedules included therein or omitted therefrom, as to which we express no opinion), at the respective time such document
was filed with the Commission, appeared on its face to have complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
(d) The Mortgage Indenture has been duly qualified under the Trust Indenture Act.
(e) The execution, delivery and performance by the Company of the Underwriting Agreement, the Mortgage Indenture and the Bonds and the
consummation by the Company of the transactions contemplated thereby (including the issuance and sale of the Bonds and the use of the proceeds from the sale of the Bonds as described in the Disclosure Package (as such term is defined in Annex A
hereto) and in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under the Underwriting Agreement, the Mortgage Indenture and the Bonds do not and will not violate any provision of
Applicable Laws. As used in this paragraph (e) and paragraph (f) below, the term “Applicable Laws” means the laws of the State of New York and the federal laws of the United States of America (including the Federal Power Act)
that, in our experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Mortgage Indenture (provided that the term “Applicable Laws” shall not
include federal or state securities or blue sky laws, including the Securities Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the respective rules and
regulations thereunder).
A-1-1
(f) No consent, approval, qualification, authorization, certificate or order of, or
registration or filing with, any court or other governmental commission or regulatory authority or agency is required under Applicable Laws for the execution and delivery by the Company of, or the performance of the Company’s obligations
under, the Underwriting Agreement or the Mortgage Indenture, or for the issue and sale of the Bonds as contemplated therein.
(g) The
statements set forth in the Disclosure Package and the Prospectus under the captions “Description of First Mortgage Bonds” and “Description of the Bonds” (insofar as such statements purport to summarize certain provisions of
the Bonds and the Mortgage Indenture) fairly, accurately and completely summarize in all material respects the matters therein described.
(h) The statements set forth in the Disclosure Package and the Prospectus under the captions “Plan of Distribution” and
“Underwriting (Conflicts of Interest)” (insofar as such statements purport to summarize certain provisions of the Underwriting Agreement) fairly, accurately and completely summarize in all material respects the matters therein described.
(i) The statements set forth in the Disclosure Package and the Prospectus under the caption “Material U.S. Federal Income Tax
Considerations,” insofar as they purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the qualifications set forth therein.
(j) The Company is not, and will not be after giving effect to the offer and sale of the Bonds and application of the proceeds therefrom as
described in the Prospectus, required to register as an “investment company” (as such term is defined in the Investment Company Act).
(k) No facts came to the attention of such counsel that gave such counsel reason to believe that (i) any part of the Registration
Statement, as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the
Disclosure Package, as of the Initial Sale Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading or (iii) the Prospectus contained, as of the date of the Underwriting Agreement, or contains, on the date hereof, an untrue statement of a material fact or omitted, as of the date of the Underwriting Agreement, or omits, on the
date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case such counsel may express no opinion or belief with
respect to the financial statements, financial data, statistical data and supporting schedules included or incorporated or deemed to be incorporated by reference therein or omitted therefrom.
A-1-2
ANNEX A
DISCLOSURE PACKAGE
1. The
Preliminary Prospectus.
2. The Final Term Sheet.
For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered
together.
A-1-3
EXHIBIT A-2
Form of Opinion of Heather A. Humphrey, Senior Vice President, General Counsel and Corporate Secretary
(a) The Company is a validly organized and existing corporation in good standing under the laws of the State of Kansas with corporate power
and authority to own, lease and operate its properties and to conduct its business as set forth in the Disclosure Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
(b) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
(c) The Mortgage Indenture is in due and proper form, has been duly and validly authorized by all necessary corporate action, has been duly
and validly executed and delivered, and is a valid instrument legally binding on the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting enforcement of mortgagees’ or other creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at
law); provided, however, that certain remedial provisions of the Mortgage Indenture may not be enforceable, but such unenforceability will not render the Mortgage Indenture invalid as a whole or affect the judicial enforcement of (i) the
obligation of the Company to repay the principal of the Bonds, together with the interest and any premium thereon, as provided in the Bonds, (ii) the acceleration of the obligation of the Company to repay such principal, together with such
interest and premium, based upon a material default by the Company in the payment of such principal, interest or premium or (iii) the right of the Trustee to exercise its right to foreclose under the Mortgage Indenture.
(d) The Bonds are in due and proper form; the issue and sale of the Bonds by the Company in accordance with the terms of the Underwriting
Agreement have been duly and validly approved by the necessary corporate action of the Company; the Bonds have been duly authorized, executed and delivered by the Company and, when authenticated by the Trustee in accordance with the terms of the
Mortgage Indenture and delivered against payment therefor pursuant to the terms of the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, secured by the lien of and
entitled to the benefits provided by the Mortgage Indenture, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of mortgagees’ or other
creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(e) Except as to property acquired subsequent to the execution and delivery of the Supplemental Indenture, the Company has good and sufficient
title to, or a satisfactory easement in, the Mortgaged Property (as such term is defined in the Mortgage Indenture) (except such property as may have been disposed of or released from the lien of the Mortgage Indenture in accordance with the terms
thereof), subject only to (i) the lien of the Mortgage Indenture,
A-2-1
(ii) exceptions and reservations specifically set forth therein, (iii) Permitted Liens (as such term is defined in the Mortgage Indenture), (iv) leases and minor liens of judgments
not prior to the lien of the Mortgage Indenture that, in my opinion, do not interfere with the Company’s business, (v) defects, irregularities and deficiencies in titles of properties and rights-of-way that, in my opinion, do not materially impair the use of such property and rights-of-way for the purposes for
which they are held by the Company and (vi) matters specified in the Disclosure Package and the Prospectus under “Description of First Mortgage Bonds—Priority and Security;” the description in the Mortgage Indenture of such
property is adequate to constitute the mortgage lien thereon; the Mortgage Indenture, subject only to the qualifications set forth in this paragraph (e) and to such other matters as do not materially affect the security for the Bonds,
constitutes a valid, direct first mortgage lien on the Mortgaged Property, and all property (to the extent such property constitutes Mortgaged Property) acquired by the Company after the execution and delivery of the Supplemental Indenture will,
upon such acquisition, become subject to the lien of the Mortgage Indenture to the extent provided therein, subject, however, to Permitted Liens and such other exceptions as are permitted by the Mortgage Indenture.
(f) The Mortgage Indenture has been duly recorded and filed in each place in which such recording or filing is required to establish, protect
and preserve the lien of the Mortgage Indenture on the Mortgaged Property, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Mortgage Indenture have been duly paid.
(g) The Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not
result in a Material Adverse Change; except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of the Subsidiary have been duly authorized and validly issued, are fully paid
and non-assessable and, to the best of such counsel’s knowledge, such shares of capital stock are owned directly by the Company free and clear of any security interest, mortgage, pledge, lien,
encumbrance or claim; and none of the outstanding shares of capital stock of the Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of the Subsidiary.
(h) The Company has obtained all necessary consents, orders or approvals in connection with the issuance and sale of the Bonds. No additional
consent, approval, authorization, filing with or order of (i) the Federal Energy Regulatory Commission under the Federal Power Act, (ii) the State Corporation Commission of the State of Kansas or (iii) to the knowledge of the Company,
any court or governmental agency or body is required in connection with the transactions contemplated by the Underwriting Agreement or the Mortgage Indenture, except as may be required under securities or blue sky laws of the various states.
A-2-2
(i) The Company and the Subsidiary hold, to the extent required, valid and subsisting
franchises, certificates of convenience and authority, licenses and permits authorizing them to carry on the regulated utility businesses in which they are engaged, in the territories from which substantially all of their consolidated gross
operating revenue is derived, except where the failure to hold such franchises, certificates of convenience and authority, licenses and permits would not reasonably be expected to result in a Material Adverse Change.
(j) To the best of such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened that are required to
be disclosed in the Disclosure Package and the Prospectus, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the
subject that are not described in the Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business of the Company, are, considered in the aggregate, not material to the consolidated financial condition of
the Company and its subsidiaries, taken as a whole.
(k) To the best of such counsel’s knowledge, the Company is not in violation of
its Amended and Restated Articles of Incorporation, as amended, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material Agreement or Instrument.
(l) The execution, delivery and performance of the Underwriting Agreement, the Mortgage Indenture and the Bonds and the consummation of the
transactions contemplated therein (including the issuance and sale of the Bonds and the use of the proceeds received by the Company from the sale of the Bonds as described in the Disclosure Package and in the Prospectus under the caption “Use
of Proceeds”) and compliance by the Company with its obligations under the Underwriting Agreement, the Mortgage Indenture and the Bonds do not and will not conflict with or violate or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance (other than the lien of the Mortgage Indenture) upon any property or assets of the Company or the Subsidiary pursuant to any material Agreement or Instrument or any law, any regulation or any
administrative or court order or decree known to such counsel to be applicable to the Company of any court or governmental agency, authority or body or any arbitrator having jurisdiction over the Company; nor will such action result in any violation
of the provisions of the Company’s Amended and Restated Articles of Incorporation, as amended, or the Company’s Amended and Restated By-Laws, as amended.
(m) To the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments or documents required to be described or referred to in the Disclosure Package or the Prospectus or to be filed as exhibits or incorporated by reference as exhibits to the Registration Statement other than those described or referred to
therein or filed or incorporated by reference as exhibits to the Registration Statement, the descriptions thereof or references thereto are correct in all material respects, and no default exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any Agreement or Instrument described, referred to, filed or incorporated by reference therein.
In rendering such opinion, such counsel may state that such counsel expresses no opinion as to the laws of any jurisdiction other than the
laws of the State of Kansas and the federal laws of the United States of America.
A-2-3
EX-4.1
EX-4.1
Filename: d917808dex41.htm · Sequence: 3
EX-4.1
Exhibit 4.1
EVERGY KANSAS CENTRAL,
INC.
TO
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
(as Successor to
HARRIS
TRUST AND SAVINGS BANK)
FIFTY-FIFTH SUPPLEMENTAL INDENTURE
to Original Mortgage Filed with Shawnee County Register of Deeds
on July 1, 1939, at Book 778 Page 216
Dated as of July 1, 2026
First Mortgage Bonds, 5.300% Series due 2036
TABLE OF CONTENTS
Parties
1
Recitals
1
Granting Clause
5
Habendum
7
Exceptions and Reservations
8
PAGE
ARTICLE I
DESCRIPTION OF BONDS OF THE 5.300% SERIES DUE 2036
Section 1. General Description of Bonds of the 5.300% Series due
2036
10
Section 2. Denominations of Bonds of the 5.300% Series due 2036
and Privilege of Exchange
12
Section 3. Form of Bonds of the 5.300% Series due
2036
12
Section 4. Execution and Form of Temporary Bonds of the 5.300%
Series due 2036
22
ARTICLE II
ISSUE OF BONDS OF THE 5.300% SERIES DUE 2036
Section 1. Limitation as to Principal Amount of Bonds of the
5.300% Series due 2036
22
Section 2. Execution and Delivery of Bonds of the 5.300% Series
due 2036
22
Section 3. Additional Bonds of the 5.300% Series due 2036.
22
ARTICLE III
REDEMPTION AND SUBSTITUTION OF BONDS OF THE 5.300% SERIES DUE 2036
Section 1. Optional Redemption of Bonds of the 5.300% Series due
2036.
23
Section 2. Substitution of Bonds of the 5.300% Series due
2036
27
ARTICLE IV
ADDITIONAL COVENANTS
Section 1. Title to Mortgaged Property
28
Section 2. Tax Withholding Compliance
28
ARTICLE V
RESERVATIONS OF RIGHTS TO AMEND THE ORIGINAL INDENTURE
Section 1. Modernization of the Original Indenture
28
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. Acceptance of Trust
29
Section 2. Responsibility and Duty of Trustee
30
Section 3. Parties to Include Successors and Assigns
30
Section 4. Benefits Restricted to Parties and to Holders of Bonds
and Coupons
30
Section 5. Execution in Counterparts
30
Section 6. Titles of Articles Not Part of the Fifty-Fifth
Supplemental Indenture
30
Section 7. Electronic Means
30
Section 8. OFAC Compliance
31
Section 9. FATCA
32
TESTIMONIUM
S-1
SIGNATURES AND SEALS
S-2
ACKNOWLEDGEMENTS
S-5
ii
FIFTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of July, Two Thousand and Twenty-Six, made by and between Evergy Kansas Central, Inc., formerly Westar Energy, Inc., a corporation organized and existing under the laws of the State of Kansas (and successor by the Merger (hereinafter
defined) to Westar Energy, Inc., formerly The Kansas Power and Light Company, sometimes hereinafter called the “Company-Predecessor”) (hereinafter called the “Company”), party of the first part, and The Bank of
New York Mellon Trust Company, N.A., a national banking association whose mailing address is 311 S. Wacker Drive, Suite 6200B Mailbox #44, Chicago, Illinois 60606 (hereinafter called the “Trustee”), as Trustee (as successor to
Harris Trust and Savings Bank), under the Mortgage and Deed of Trust dated July 1, 1939, hereinafter mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered to the Trustee its Mortgage and Deed of Trust dated July 1, 1939 (hereinafter
referred to as the “Original Indenture”), to provide for and to secure the issue of First Mortgage Bonds of the Company, issuable in series, and to declare the terms and conditions upon which the Bonds (as defined in the Original
Indenture) are to be issued thereunder; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee fifty-four
Supplemental Indentures, in addition to the Forty-Second Supplemental (Reopening) Indenture and the Fifty-Third Supplemental (Reopening) Indenture, supplemental to said Original Indenture, of which fifty provided for the issuance thereunder of
series of the Company’s First Mortgage Bonds, and there is set forth below information with respect to such Supplemental Indentures as have provided for the issuance of Bonds, and the principal amount of Bonds which remain outstanding as of
July 1, 2026:
1
Supplemental
Indenture
Date
Series of
First Mortgage
Bonds
Provided For
Principal
Amount
Issued
Principal
Amount
Outstanding
Supplemental Indenture
July 1, 1939
3-1/2% Series
Due 1969
$26,500,000
None
Second Supplemental Indenture
April 1, 1949
2-7/8% Series
Due 1979
10,000,000
None
Fourth Supplemental Indenture
October 1, 1949
2-3/4% Series
Due 1979
6,500,000
None
Fifth Supplemental Indenture
December 1, 1949
2-3/4% Series
Due 1984
32,500,000
None
2
Supplemental
Indenture
Date
Series of
First Mortgage
Bonds Provided For
Principal
Amount
Issued
Principal
Amount
Outstanding
Seventh Supplemental Indenture
December 1, 1951
3-1/4% Series
Due 1981
5,250,000
None
Eighth Supplemental Indenture
May 1, 1952
3-1/4% Series
Due 1982
4,750,000
None
Ninth Supplemental Indenture
October 1, 1954
3-1/8% Series
Due 1984
8,000,000
None
Tenth Supplemental Indenture
September 1, 1961
4-3/4% Series
Due 1991
13,000,000
None
Eleventh Supplemental Indenture
April 1, 1969
7-5/8% Series
Due 1999
19,000,000
None
Twelfth Supplemental Indenture
September 1, 1970
8-3/4% Series
Due 2000
20,000,000
None
Thirteenth Supplemental Indenture
February 1, 1975
8-5/8% Series
Due 2005
35,000,000
None
Fourteenth Supplemental Indenture
May 1, 1976
8-5/8% Series
Due 2006
45,000,000
None
Fifteenth Supplemental Indenture
April 1, 1977
5.90% Pollution
Control Series
Due 2007
32,000,000
None
Sixteenth Supplemental Indenture
June 1, 1977
8-1/8% Series
Due 2007
30,000,000
None
Seventeenth Supplemental Indenture
February 1, 1978
8-3/4% Series
Due 2008
35,000,000
None
Eighteenth Supplemental Indenture
January 1, 1979
6-3/4% Pollution
Control Series
Due 2009
45,000,000
None
Nineteenth Supplemental Indenture
May 1, 1980
8-1/4% Pollution
Control Series
Due 1983
45,000,000
None
Twentieth Supplemental Indenture
November 1, 1981
16.95% Series
Due 1988
25,000,000
None
3
Supplemental
Indenture
Date
Series of
First Mortgage
Bonds
Provided For
Principal
Amount
Issued
Principal
Amount
Outstanding
Twenty-First Supplemental Indenture
April 1, 1982
15% Series
Due 1992
60,000,000
None
Twenty-Second Supplemental Indenture
February 1, 1983
9-5/8% Pollution
Control Series
Due 2013
58,500,000
None
Twenty-Third Supplemental Indenture
July 1, 1986
8-1/4% Series
Due 1996
60,000,000
None
Twenty-Fourth Supplemental Indenture
March 1, 1987
8-5/8% Series
Due 2020
50,000,000
None
Twenty-Fifth Supplemental Indenture
October 15, 1988
9.35% Series
Due 1998
75,000,000
None
Twenty-Sixth Supplemental Indenture
February 15, 1990
8-7/8% Series
Due 2000
75,000,000
None
Twenty-Seventh Supplemental Indenture
March 12, 1992
7.46% Demand Series
370,000,000
None
Twenty-Eighth Supplemental Indenture
July 1, 1992
7-1/4% Series
Due 1999
125,000,000
None
8-1/2% Series
Due 2022
125,000,000
None
Twenty-Ninth Supplemental Indenture
August 20, 1992
7-1/4% Series
Due 2002
100,000,000
None
Thirtieth Supplemental Indenture
February 1, 1993
6% Pollution Control
Revenue Refunding Series Due 2033
58,500,000
None
Thirty-First Supplemental Indenture
April 15, 1993
7.65% Series
Due 2023
100,000,000
None
Thirty-Second Supplemental Indenture
April 15, 1994
7-1/2% Pollution Control
Revenue Refunding
City of St. Marys Series Due 2032
45,000,000
None
4
Supplemental
Indenture
Date
Series of
First Mortgage
Bonds Provided For
Principal
Amount
Issued
Principal
Amount
Outstanding
7-1/2% Pollution Control
Revenue Refunding
City of Wamego Series Due 2032
30,500,000
None
Thirty-Third Supplemental Indenture
August 11, 1997
6-7/8% Convertible Series
Due 2004
370,000,000
None
7-1/8% Convertible Series Due 2009
150,000,000
None
Thirty-Fourth Supplemental Indenture
June 28, 2000
9-1/2% Series
Due 2003
397,800,000
None
Thirty-Fifth Supplemental Indenture
May 10, 2002
7-7/8% Series
Due 2007
365,000,000
None
Thirty-Sixth Supplemental Indenture
June 1, 2004
5.00% Series
Pollution Control
Refunding Revenue Due 2033
58,340,000
None
Thirty-Seventh Supplemental Indenture
June 17, 2004
6.00% Series
Due 2014
250,000,000
None
Thirty-Eighth Supplemental Indenture
January 18, 2005
5.15% Series
Due 2017
125,000,000
None
5.95% Series
Due 2035
125,000,000
None
Thirty-Ninth Supplemental Indenture
June 30, 2005
5.10% Series
Due 2020
250,000,000
None
5.875% Series
Due 2036
150,000,000
None
Fortieth Supplemental Indenture
May 15, 2007
6.10% Series
Due 2047
150,000,000
None
Forty-First Supplemental Indenture
November 25, 2008
8.625% Series
Due 2018
300,000,000
None
5
Supplemental
Indenture
Date
Series of
First Mortgage
Bonds Provided For
Principal
Amount
Issued
Principal
Amount
Outstanding
Forty-Second Supplemental Indenture
March 1, 2012
4.125% Series
Due 2042
250,000,000
250,000,000
Forty-Second Supplemental (Reopening) Indenture
May 17, 2012
4.125% Series
Due 2042
300,000,000
300,000,000
Forty-Third Supplemental Indenture
March 28, 2013
4.10% Series
Due 2043
430,000,000
430,000,000
Forty-Fourth Supplemental Indenture
August 19, 2013
4.625% Series
Due 2043
250,000,000
250,000,000
Forty-Fifth Supplemental Indenture
November 13, 2015
3.25% Series
Due 2025 4.25%
Series Due
2045
250,000,000
300,000,000
None
300,000,000
Forty-Sixth Supplemental Indenture
June 20, 2016
2.55% Series Due 2026
350,000,000
None
Forty-Seventh Supplemental Indenture
March 6, 2017
3.10% Series Due 2027
300,000,000
300,000,000
Forty-Ninth Supplemental Indenture
August 19, 2019
3.25% Series Due 2049
300,000,000
300,000,000
Fiftieth Supplemental Indenture
April 9, 2020
3.45% Series Due 2050
500,000,000
500,000,000
Fifty-First Supplemental Indenture
March 14, 2023
5.70% Series Due 2053
400,000,000
400,000,000
Fifty-Second Supplemental Indenture
November 15, 2023
5.90% Series
Due 2033
300,000,000
300,000,000
Fifty-Third Supplemental Indenture
March 13, 2025
5.25% Series
Due 2035
300,000,000
300,000,000
Fifty-Third Supplemental (Reopening) Indenture
December 5, 2025
5.25% Series
Due 2035
300,000,000
300,000,000
; and
6
WHEREAS, pursuant to that Amended and Restated Agreement and Plan of Merger, dated as of
July 9, 2017, by and among the Company-Predecessor, Great Plains Energy Incorporated, a corporation organized and existing under the laws of the State of Missouri, Monarch Energy Holding, Inc., a corporation organized and existing under the
laws of the State of Missouri (“Monarch Energy”), and King Energy, Inc., a corporation organized and existing under the laws of the State of Kansas and a wholly owned subsidiary of Monarch Energy (“Merger Sub”),
on June 4, 2018 Merger Sub merged with and into the Company-Predecessor, with the Company surviving the merger (the “Merger”), on such terms as fully to preserve and in no respect impair the lien on the mortgaged property
under the Original Indenture as amended by all indentures supplemental thereto (hereinafter sometimes collectively called the “Indenture”) or any of the rights or powers of the Trustee or of the holders of the Bonds thereunder;
and
WHEREAS, pursuant to the Forty-Eighth Supplemental Indenture to supplement the Original Indenture, the Company, as a successor
corporation resulting from the Merger, assumed the due and punctual performance and observance of all the covenants and conditions to be kept or performed by the Company-Predecessor under the Indenture and the due and punctual payment of the
principal of and interest on all Bonds now outstanding under the Indenture according to their tenor and to enable the Company to have and exercise powers and rights of the Company-Predecessor under the Indenture in accordance with the terms thereof;
and
WHEREAS, on September 16, 2019, the Company formally changed its name from Westar Energy, Inc. to Evergy Kansas Central, Inc.;
and
WHEREAS, the Company is entitled at this time to have authenticated and delivered additional bonds, upon compliance with the
provisions of Article III of the Original Indenture, as amended; and
WHEREAS, the Company desires by this Fifty-Fifth Supplemental
Indenture (hereinafter referred to as this “Supplemental Indenture”) to supplement the Original Indenture and to provide for the creation of a new series of bonds under the Original Indenture to be designated “First Mortgage
Bonds, 5.300% Series due 2036” (hereinafter called “Bonds of the 5.300% Series due 2036”); and the Original Indenture provides that certain terms and provisions, as determined by the Board of Directors of the Company, of the
Bonds of any particular series may be expressed in and provided by the execution of an appropriate supplemental indenture; and
WHEREAS,
the Company in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Original Indenture and indentures supplemental thereto, and pursuant to appropriate resolutions of its Board of Directors, has duly
resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
7
WHEREAS, all conditions and requirements necessary to make this 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 INDENTURE WITNESSETH: That, in consideration of the premises and of the mutual covenants herein contained and of the sum
of One Dollar duly paid by the Company to the Trustee at or before the time of the execution of these presents, and of other valuable considerations, the receipt whereof is hereby acknowledged, and in order further to secure the payment of the
principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Indenture according to their tenor, purpose and effect, and to declare certain terms and conditions upon and subject to which Bonds are to be
issued and secured, the Company has executed and delivered this Supplemental Indenture, and by these presents grants, bargains, sells, warrants, aliens, releases, conveys, assigns, transfers, mortgages, pledges, sets over and ratifies and confirms
unto The Bank of New York Mellon Trust Company, N.A., as Trustee, and to its successors in trust under the Indenture forever, all and singular the following described properties (in addition to all other properties heretofore specifically subjected
to the lien of the Indenture and not heretofore released from the lien thereof), that is to say:
FIRST.
All and singular the lands, real estate, chattels real, easements, servitudes, and leaseholds of the Company, or which, subject to the
provisions of Article XII of the Original Indenture, the Company may hereafter acquire, together with all improvements of any type located thereon.
Also all power houses, plants, buildings and other structures, dams, dam sites, substations, heating plants, gas works, holders and tanks,
compressor stations, gasoline extraction plants, together with all and singular the electric heating, gas and mechanical appliances appurtenant thereto of every nature whatsoever, now owned by the Company or which it may hereafter acquire, including
all and singular the machinery, engines, boilers, furnaces, generators, dynamos, turbines and motors, and all and every character of mechanical appliance for generating or producing electricity, steam, water, gas and other agencies for light, heat,
cold or power or any other purpose whatsoever.
SECOND.
Also all transmission and distribution systems used for the transmission and distribution of electricity, steam, water, gas and other agencies
for light, heat, cold or power, or any other purpose whatsoever, whether underground or overhead or on the surface or otherwise of the Company, or which, subject to the provisions of Article XII of the Original Indenture, the Company may hereafter
acquire, including all poles, posts, wires, cables, conduits, mains, pipes, tubes, drains, furnaces, switchboards, transformers, insulators, meters, lamps, fuses, junction boxes, water pumping stations, regulator stations, town border metering
stations and other electric, steam, water and gas fixtures and apparatus.
8
THIRD.
Also all franchises and all permits, ordinances, easements, privileges and immunities and licenses, all rights to construct, maintain and
operate overhead, surface and underground systems for the distribution and transmission of electricity, gas, water or steam for the supply to itself or others of light, heat, cold or power or any other purpose whatsoever, all rights-of-way, all waters, water rights and flowage rights and all grants and consents, now owned by the Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
Also all inventions, patent rights and licenses of every kind now owned by the Company or,
subject to the provisions of Article XII of the Original Indenture, which it may hereafter acquire.
FOURTH.
Also, subject to the provisions of Article XII of the Original Indenture, all other property, real, personal and mixed (except as therein or
herein expressly excepted) of every nature and kind and wheresoever situated now or hereafter possessed by or belonging to the Company, or to which it is now, or may at any time hereafter be, in any manner entitled at law or in equity.
FIFTH.
Also any and all
property of any kind or description which may from time to time after the date of the Original Indenture by delivery or by writing of any kind be conveyed, mortgaged, pledged, assigned or transferred to the Trustee by the Company or by any person,
copartnership or corporation, with the consent of the Company or otherwise, and accepted by the Trustee, to be held as part of the mortgaged property; and the Trustee is hereby authorized to accept and receive any such property and any such
conveyance, mortgage, pledge, assignment and transfer, as and for additional security hereunder, and to hold and apply any and all such property subject to and in accordance with the terms and provisions upon which such conveyance, mortgage, pledge,
assignment or transfer shall be made.
SIXTH.
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, tolls, rents, revenues, issues, income, products and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law and 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.
9
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, all properties of the character excepted from
the lien of the Original Indenture.
TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged and conveyed by
the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the
exceptions and reservations hereinabove referred to, to existing leases other than leases which by their terms are subordinate to the lien of the Indenture, to existing liens upon
rights-of-way for transmission or distribution line purposes, as defined in Article I of the Original Indenture; and any extensions thereof, and subject to existing
easements for streets, alleys, highways, rights-of-way and railroad purposes over, upon and across certain of the property herein before described and subject also to
all the terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds or other instruments respectively under and by virtue of which the Company acquired the properties hereinabove described and to
undetermined liens and charges, if any, incidental to construction or other existing permitted liens as defined in Article I of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original Indenture, and the indentures supplemental thereto, including this
Supplemental Indenture, set forth, for the equal and proportionate benefit and security of all present and future holders of the Bonds and coupons issued and to be issued thereunder, or any of them, without preference of any of said Bonds and
coupons of any particular series over the Bonds and coupons of any other series by reason of priority in the time of issue, sale or negotiation thereof, or by reason of the purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties
hereto for the benefit of those who shall hold the Bonds and coupons, or any of them, to be issued under the Indenture as follows:
ARTICLE
I
DESCRIPTION OF BONDS OF THE 5.300% SERIES
DUE 2036
Section 1. General Description of Bonds of the 5.300% Series due
2036. The Bonds of the 5.300% Series due 2036 to be executed, authenticated and delivered under and secured by the Original Indenture shall be designated as “First Mortgage Bonds, 5.300% Series due 2036” of the Company. The
Bonds of the 5.300% Series due 2036 shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture and subject to all the
terms, conditions and covenants of this Supplemental Indenture.
10
Bonds of the 5.300% Series due 2036 shall mature on July 1, 2036 and shall bear
interest at the rate of 5.300 percent (5.300%) per annum payable semi-annually on the first day of January and July in each year, commencing January 1, 2027. Every Bond of the 5.300% Series due 2036 shall be dated the date of
authentication of such Bond except that, notwithstanding the provisions of Section 6 of Article II of the Original Indenture, if any Bond of the 5.300% Series due 2036 shall be authenticated at any time subsequent to the record date (as
hereinafter in this Section defined) for any interest payment date but prior to the day following such interest payment date, it shall be dated as of the day following such interest payment date, provided, however, if at the time of
authentication of any Bond of the 5.300% Series due 2036 interest shall be in default on any Bonds of the 5.300% Series due 2036, such Bond shall be dated as of the day following the interest payment date to which interest has previously been paid
in full or made available for payment in full on outstanding Bonds of the 5.300% Series due 2036, as the case may be, or, if no interest has been paid or made available for payment, as of the date of initial authentication and delivery of such Bond.
Every Bond of the 5.300% Series due 2036 shall bear interest from the January 1 or July 1 immediately preceding the date thereof, unless such Bond shall be dated prior to January 1, 2027, in which case it shall bear interest from
July 1, 2026.
The person in whose name any Bond of the 5.300% Series due 2036 is registered at the close of business on any record
date with regard to any interest payment date shall be entitled to receive the interest payable thereon on such interest payment date notwithstanding the cancellation of such Bond upon the transfer or exchange thereof subsequent to such record date
and prior to the day following such interest payment date, unless 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 term “record date” as used in this Section with regard to any January 1 and July 1 interest payment date shall mean the close of business on
(i) the Business Day immediately preceding such interest payment date for so long as all of the Bonds of the 5.300% Series due 2036 remain in book-entry only form or (ii) the fifteenth calendar day immediately preceding each interest
payment date if any of the Bonds do not remain in book-entry only form. The Bonds of the 5.300% Series due 2036 shall be payable as to principal, premium, if any, and interest, in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, at the agency of the Company in the City of Chicago, Illinois, or at the option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be paid by check mailed to the holder at such holder’s registered address.
11
Section 2. Denominations of Bonds of the 5.300% Series due
2036 and Privilege of Exchange. The Bonds of the 5.300% Series due 2036 shall be registered bonds without coupons in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, numbered consecutively from R-1. Bonds of the 5.300% Series due 2036 may each be interchanged for other Bonds within the same Series in authorized denominations and in the same aggregate principal amounts, without charge, except for any tax or
governmental charge imposed in connection with such interchange.
Section 3. Form of Bonds of the 5.300%
Series due 2036. The Bonds of the 5.300% Series due 2036, and the Trustee’s Certificate with respect thereto, shall be substantially in the following forms, respectively:
[Form of Bond appears on following page]
12
[FORM OF LEGEND FOR GLOBAL SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE OR ANY SUPPLEMENT THERETO.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (570 WASHINGTON BLVD., JERSEY CITY, NEW JERSEY) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP 30036F AF8
EVERGY KANSAS CENTRAL, INC.
(Incorporated under the laws of the State of Kansas)
FIRST MORTGAGE BOND, 5.300% SERIES DUE 2036
DUE JULY 1, 2036
No. R-1
$[ ],000,000.00
EVERGY KANSAS CENTRAL, INC., a corporation organized and existing under the laws of the State of Kansas
(hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns,
on the first day of July, 2036, the principal sum of [ ] MILLION DOLLARS ($[ ],000,000.00) in any coin or currency of the United
13
States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from the first day of January and July
immediately preceding the date of this Bond, unless such Bond shall be dated prior to January 1, 2027, in which case from July 1, 2026 at the rate of 5.300 percent (5.300%) per annum, payable semi-annually, on January 1 and
July 1 of each year, commencing January 1, 2027, until maturity, or, if this Bond shall be duly called for redemption or submitted for repurchase, until the redemption date or repurchase date, as the case may be, or, if the Company shall
default in the payment of the principal or premium hereof, until the Company’s obligation with respect to the payment of such principal or premium shall be discharged as provided in the Indenture hereinafter mentioned. The interest payable on
any January 1 or July 1 interest payment date as aforesaid will be paid to the person in whose name this Bond is registered at the close of business on the record date for the interest payment date, which will be the close of business on
(i) the Business Day immediately preceding such interest payment date for so as long as this Bond remains in book-entry only form or (ii) the fifteenth calendar day immediately preceding each interest payment date if this Bond does not
remain in book-entry only form (the “record date”), unless 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
this Bond is registered on the date of payment of such defaulted interest. Principal of, premium, if any, and interest on, this Bond are payable at the agency of the Company in the City of Chicago, Illinois in immediately available funds, or at the
option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York, provided that at the option of the Company interest may be paid by check mailed to the holder at such holder’s registered address.
This Bond is one of a duly authorized issue of Bonds of the Company (herein called the “Bonds”), in unlimited
aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally and ratably secured by a Mortgage and Deed of Trust, dated July 1, 1939 (the “Original Mortgage”), executed by the
Company to The Bank of New York Mellon Trust Company, N.A. (herein called the “Trustee”), as Trustee (as successor to Harris Trust and Savings Bank), as amended by indentures supplemental thereto including the Fifty-Fifth
indenture supplemental thereto dated as of July 1, 2026 (herein called the “Supplemental Indenture”), between the Company and the Trustee (said Original Mortgage, as so amended, being herein called the
“Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the bearers or
registered owners of the Bonds and of the Trustee in respect thereto, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may
bear interest at different rates and may otherwise vary as in the Indenture provided. This Bond is one of a series designated as the “First Mortgage Bonds, 5.300% Series due 2036” (herein called “Bonds of the 5.300% Series due
2036”) of the Company, issued under and secured by the Indenture executed by the Company to the Trustee. Additional Bonds of the 5.300% Series due 2036 may be issued, at the option of the Company, without the consent of any holder of the
Bonds of the 5.300% Series due 2036, at any time and from time to time in unlimited aggregate principal amount.
14
To the extent permitted by, and as provided in the Indenture, modifications or alterations
of the Indenture or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the Bonds and coupons, may be made with the consent of the Company by an affirmative vote of not less than 60% in
principal amount of the Bonds entitled to vote then outstanding, at a meeting of holders of the Bonds called and held as provided in the Indenture, and by an affirmative vote of not less than 60% in principal amount of the Bonds of any series
entitled to vote then outstanding and affected by such modification or alteration, in case one or more but less than all of the series of Bonds then outstanding under the Indenture are so affected. No modification or alteration shall be made which
will affect the terms of payment of the principal of or premium, if any, or interest on, this Bond, which are unconditional. The Company has reserved the right to make certain amendments to the Indenture, without any consent or other action by
holders of the Bonds of this series to the extent necessary from time to time to qualify the Indenture under the Trust Indenture Act of 1939 and to make certain other amendments, all as more fully provided in the Indenture and in the Supplemental
Indenture.
This Bond is subject to redemption by the Company, prior to April 1, 2036 (the “Par Call Date”) at its
option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimals) equal to the greater of: (1)(a) the sum of present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the Bonds matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the Bond plus 15 basis points less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Bond to be redeemed, plus, in either
case, accrued and unpaid interest thereon to, but excluding, the redemption date.
This Bond is subject to redemption by the Company on or
after Par Call Date at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Bond to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the
redemption date.
For purposes of the optional redemption provisions, the following term has the following meaning:
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the
following two paragraphs.
15
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or
after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining
the Treasury Rate, the Company shall select, as applicable:
•
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the
Par Call Date (the “Remaining Life”);
•
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to
the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
•
if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this clause, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business
day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date, but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United
States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria of the
preceding sentence, the Company shall select from among these two or more United States Treasury
16
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
This Bond is subject to redemption by the Company, in whole but not in part, at the option of the Company, at a
redemption price equal to 101% of the principal amount of the Bonds being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if a Tax Credit Event occurs.
Any notice of redemption of this Bond upon the occurrence of a Tax Credit Event (a) may only be sent by the later of (i) the end of
the calendar year in which the Bonds of the 5.300% Series due 2036 were issued and (ii) six months from the date of issuance of the Bonds of the 5.300% Series due 2036 and (b) shall be accompanied by an Officers’ Certificate stating
that such Tax Credit Event has occurred.
A “Tax Credit Event” occurs if, in the Company’s reasonable determination,
there exists a material risk, due to the Bonds of the 5.300% Series due 2036 (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in
Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under
Section 38 of the Code.
The consummation of a redemption upon a Tax Credit Event may be subject to the Trustee’s receipt of
the required redemption moneys on or before the redemption date (and in such case no such redemption shall occur unless such moneys have been received by the Trustee on or before such date).
The Trustee shall have no obligation or duty whatsoever to determine, or to verify the Company’s calculations of, the redemption price.
Such redemption in every case shall be effected upon notice given: (1) at least ten days and not more than sixty days prior to the
redemption date, to the registered owners of such Bonds at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price (or if not then ascertainable, the manner of
calculation thereof) and date, in each case, subject to the conditions of and as more fully set forth in the Indenture. If less than all of the outstanding Bonds are to be redeemed, the Bonds to be redeemed shall be selected in accordance with the
policies and procedures of The Depository Trust Company (or any successor depositary thereto), provided that in the event the Bonds are no longer held in the global form, the Bonds to be redeemed shall be selected by the Trustee by lot.
17
Notwithstanding the foregoing, so long as there is no existing default in the payment on the
Bonds of the 5.300% Series due 2036, installments of interest on the Bonds of the 5.300% Series due 2036 that are due and payable on an interest payment date falling on or prior to a redemption date shall be payable on such interest payment date to
the registered owners of the Bonds of the 5.300% Series due 2036 as of the close of business on the relevant record date according to the Bonds of the 5.300% Series due 2036 and the Indenture, except as and to the extent the Company shall default in
the payment of the interest due on such interest payment date, in which case defaulted interest shall be paid to the person in whose name such Bond of the 5.300% Series due 2036 is registered on the date of payment of such defaulted interest. The
redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
A notice of redemption may provide that the optional redemption described in such notice is conditioned upon the occurrence of certain events
before the redemption date. Such notice of conditional redemption will be of no effect unless all such conditions to the redemption have occurred before the redemption date or have been waived by the Company. If any of these events fail to occur and
are not waived by the Company, the Company will be under no obligation to redeem the Bonds or pay the holders thereof any redemption proceeds, and the Company’s failure to so redeem the Bonds will not be considered a default or event of
default under the Indenture. In the event that any of these conditions fail to occur and are not waived by the Company, the Company will promptly notify the Trustee in writing that the conditions precedent to such redemption have failed to occur and
the Bonds will not be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the Bonds or portions of the Bonds called for redemption.
In case an event of default, as defined in the
Indenture, shall occur, the principal of all of the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The
Indenture provides that such declaration may in certain events be waived by the holders of a majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for
that purpose at the agency of the Company in the City of Chicago, Illinois, and at the agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond and on presentation of a duly executed
written
18
instrument of transfer, and thereupon a new registered Bond or Bonds of the same series, of the same aggregate principal amount and in authorized denominations will be issued to the transferee or
transferees in exchange herefor; and this Bond, with or without others of like form and series, may in like manner be exchanged for one or more new registered Bonds of the same series of other authorized denominations but of the same aggregate
principal amount; all upon payment of the charges and subject to the terms and conditions set forth in the Indenture.
The Company or a
successor entity may deliver to the Trustee in substitution for any Bonds of the 5.300% Series due 2036, mortgage bonds or other similar instruments as set forth in the Indenture.
Subject to the preceding sentence, no recourse shall be had for the payment of the principal of or premium, if any, or interest on this Bond,
or for any claim based hereon or on the Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, or of any predecessor or successor
corporation, as such, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Bond and as part of the consideration for
the issue hereof, and being likewise released by the terms of the Indenture.
No director, officer, employee or stockholder of the Company
will have any liability for any obligations of the Company under the Bonds or Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Bond waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Bonds. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the Securities and Exchange Commission that this
type of waiver is against public policy.
This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental
thereto, or become valid or obligatory for any purpose, until The Bank of New York Mellon Trust Company, N.A., the Trustee (as successor to Harris Trust and Savings Bank) under the Indenture, or a successor trustee thereto under the Indenture, shall
have signed the form of certificate endorsed hereon.
19
IN WITNESS WHEREOF, EVERGY KANSAS CENTRAL, INC. has caused this Bond to be signed in its
name by its Chairman of the Board, President and Chief Executive Officer or a Vice President, manually or electronically, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary,
manually or electronically.
Dated:
EVERGY KANSAS CENTRAL, INC.
By:
Geoffrey T. Ley
Senior Vice President, Corporate Planning and Treasurer
Attest:
Heather A. Humphrey
Senior Vice President, General Counsel and
Corporate Secretary
[SIGNATURE PAGE TO GLOBAL NOTE]
TRUSTEE’S CERTIFICATE
This Bond is one of the Bonds, of the series designated herein, described in the within-mentioned Mortgage and Deed of Trust dated
July 1, 1939 and Supplemental Indenture dated as of July 1, 2026.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
As Trustee
By:
Authorized Signatory
20
[TRUSTEE’S CERTIFICATE TO GLOBAL NOTE]
21
Section 4. Execution and Form of Temporary Bonds of the 5.300%
Series due 2036. Until Bonds of the 5.300% Series due 2036 in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, Bonds of the 5.300%
Series due 2036 in temporary form, as provided in Section 9 of Article II of the Original Indenture.
ARTICLE II
ISSUE OF BONDS OF THE 5.300% SERIES DUE
2036
Section 1. Limitation as to Principal Amount of Bonds of the 5.300% Series due 2036.
The total principal amount of Bonds of the 5.300% Series due 2036 which may be authenticated and delivered hereunder is not limited except as the Original Indenture and this Supplemental Indenture limit the principal amount of Bonds which may be
issued thereunder.
Section 2. Execution and Delivery of Bonds of the 5.300% Series due
2036. Bonds of the 5.300% Series due 2036 for the aggregate principal amount of $350,000,000 may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either
before or after the filing or recording hereof) to or upon the order of the Company, upon receipt by the Trustee of the resolutions, certificates, instruments and opinions required by Article III of the Original Indenture.
Section 3. Additional Bonds of the 5.300% Series due 2036. The Bonds of the 5.300% Series due 2036 need not be issued
at the same time. Subject to the limitations of the Original Indenture and this Supplemental Indenture with respect to the principal amount of Bonds which may be issued thereunder, the Company may, from time to time, at its option and without the
consent of any holder of the Bonds of the 5.300% Series due 2036, reopen the 5.300% Series due 2036 for issuance of additional Bonds of the 5.300% Series due 2036 (such Bonds, “Additional Bonds”); provided that if the
Additional Bonds are not fungible with the previously issued Bonds of the 5.300% Series due 2036 for United States federal income tax purposes, the Additional Bonds will have a separate CUSIP number, and further provided that Additional Bonds
shall rank pari passu with any outstanding Bonds of the 5.300% Series due 2036, shall be consolidated with and treated as a single series with the outstanding Bonds of the 5.300% Series due 2036 for all purposes, and shall have terms and
conditions identical to those of the other outstanding Bonds of the 5.300% Series due 2036, except that Additional Bonds may differ with respect to:
(i) the date of issuance;
(ii)
the amount of interest payable on the first interest payment date therefor;
(iii) the first interest payment date;
22
(iv) the issue price; and
(v) any adjustments necessary in order to conform to and ensure compliance with the Securities Act of 1933, as amended (or other applicable
securities laws), which are not adverse in any material respect to the holder of any outstanding Bonds of the 5.300% Series due 2036.
Additional Bonds of the 5.300% Series due 2036 executed by the Company and delivered to the Trustee shall be authenticated by the Trustee and
delivered (either before or after the filing or recording hereof) to or upon the order of the Company, upon receipt by the Trustee of the resolutions, certificates, instruments and opinions required by Article III of the Original Indenture.
ARTICLE III
REDEMPTION AND SUBSTITUTION OF BONDS OF
THE 5.300% SERIES DUE 2036
Section 1. Optional Redemption of
Bonds of the 5.300% Series due 2036.
(1) Optional Redemption of Bonds of the 5.300% Series due 2036. The Bonds
of the 5.300% Series due 2036 are subject to redemption by the Company, prior to April 1, 2036 (the “Par Call Date”) at its option, in whole or in part, at any time and from time to time, after giving the required notice
under subsection (3) of this Article III, Section 1, at a redemption price (expressed as a percentage of principal amount and rounded to three decimals) equal to the greater of: (1)(a) the sum of present values of the remaining scheduled
payments of principal and interest on Bonds of the 5.300% Series due 2036 discounted to the redemption date (assuming the Bonds of the 5.300% Series due 2036 matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the Bonds of the 5.300% Series due 2036 plus fifteen (15) basis points less
(b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Bonds of the 5.300% Series due 2036 to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date, the Company may redeem the Bonds of the 5.300% Series due 2036 at its option, in whole or in part, at any time
and from time to time, after giving the required notice under subsection (3) of this Article III, Section 1, at a redemption price equal to 100% of the principal amount of the Bonds of the 5.300% Series due 2036 to be redeemed, plus
accrued and unpaid interest thereon to, but excluding, the redemption date.
For purposes of the optional redemption provisions, the
following term has the following meaning:
“Treasury Rate” means, with respect to any redemption date, the yield
determined by the Company in accordance with the following two paragraphs.
23
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or
after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining
the Treasury Rate, the Company shall select, as applicable:
•
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the
Par Call Date (the “Remaining Life”);
•
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to
the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
•
if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this clause, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business
day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date, but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United
States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date, or two or more United States Treasury securities meeting the criteria of the
preceding sentence, the Company shall select from among these two or more United States Treasury
24
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
The Trustee shall have no obligation or duty whatsoever to determine, or to verify the Company’s calculations of,
the redemption price.
Notwithstanding the foregoing, so long as there is no existing default in the payment on the Bonds of the 5.300%
Series due 2036, installments of interest on the Bonds of the 5.300% Series due 2036 that are due and payable on an interest payment date falling on or prior to a redemption date shall be payable on such interest payment date to the registered
owners of the Bonds of the 5.300% Series due 2036 as of the close of business on the relevant record date according to the Bonds of the 5.300% Series due 2036 and the Indenture, except as and to the extent the Company shall default in the payment of
the interest due on such interest payment date, in which case defaulted interest shall be paid to the person in whose name such Bond of the 5.300% Series due 2036 is registered on the date of payment of such defaulted interest. The redemption price
will be calculated assuming a 360-day year consisting of twelve 30-day months.
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Bonds
of the 5.300% Series due 2036 or portions of the Bonds of the 5.300% Series due 2036 called for redemption.
(2) Tax Credit Event
Redemption. The Bonds of the 5.300% Series due 2036 are redeemable, in whole but not in part, at the option of the Company, at a redemption price equal to 101% of the principal amount of the Bonds of the 5.300% Series due 2036 being redeemed,
plus accrued and unpaid interest to, but excluding, the redemption date, if a Tax Credit Event occurs.
Any notice of redemption of the
Bonds of the 5.300% Series due 2036 upon the occurrence of a Tax Credit Event (a) may only be sent by the later of (i) the end of the calendar year in which the Bonds of the 5.300% Series due 2036 were issued and (ii) six months from
the date of issuance of the Bonds of the 5.300% Series due 2036 and (b) shall be accompanied by an Officers’ Certificate stating that such Tax Credit Event has occurred.
25
A “Tax Credit Event” occurs if, in the Company’s reasonable determination,
there exists a material risk, due to the Bonds of the 5.300% Series due 2036 (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign entities,” as defined in
Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under
Section 38 of the Code.
The consummation of a redemption upon a Tax Credit Event may be subject to the Trustee’s receipt of
the required redemption moneys on or before the redemption date (and in such case no such redemption shall occur unless such moneys have been received by the Trustee on or before such date).
(3) Notice of Redemption. Subject to the provisions of Article V of the Original Indenture, in the case of redeeming all or any portion
of the Bonds of the 5.300% Series due 2036, the Company shall cause notice of redemption to be given (1) at least ten days and not more than sixty days prior to the date of redemption, to the registered owners of such Bonds of the 5.300% Series
due 2036 at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price (or if not then ascertainable, the manner of calculation thereof) and date. If less than all
of the outstanding Bonds of the 5.300% Series due 2036 are to be redeemed, the Bonds of the 5.300% Series due 2036 to be redeemed shall be selected in accordance with the policies and procedures of DTC (or any successor thereto), provided that in
the event the Bonds of the 5.300% Series due 2036 are no longer held in the global form, the Bonds of the 5.300% Series due 2036 to be redeemed shall be selected by the Trustee by lot.
Notwithstanding the foregoing, a notice of redemption may provide that the optional redemption described in such notice is conditioned upon
the occurrence of certain events before the date of redemption. Such notice of conditional redemption will be of no effect unless all such conditions to the redemption shall have occurred before the redemption date or shall have been waived by the
Company. If any of these events fail to occur and are not waived by the Company, the Company will be under no obligation to redeem the Bonds of the 5.300% Series due 2036 or pay the holders thereof any redemption proceeds and the Company’s
failure to so redeem the Bonds of the 5.300% Series due 2036 will not be considered a default or event of default under the Indenture. In the event that any of these conditions fail to occur or are not waived by the Company, the Company will
promptly notify the Trustee in writing that the conditions precedent to such redemption have failed to occur and the Bonds of the 5.300% Series due 2036 will not be redeemed.
In connection with any redemption of the Bonds of the 5.300% Series due 2036 occurring prior to the Par Call Date, the Company shall give the
Trustee notice of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.
26
Section 2. Substitution of Bonds of the 5.300% Series due
2036. The Company may deliver to the Trustee in substitution for any Bonds of the 5.300% Series due 2036, mortgage bonds or other similar secured instruments of the Company or any successor entity, whether by merger, combination or
acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same
rate of interest and having the same interest payment dates and same redemption provisions as the Bonds of the 5.300% Series due 2036 and which are otherwise substantially similar to the Bonds of the 5.300% Series due 2036 (such substituted bonds
hereinafter being referred to in this Article III, Section 2 as the “5.300% Series due 2036 Substituted Mortgage Bonds”). The 5.300% Series due 2036 Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt
by the Trustee of (i) a letter from Moody’s (as hereinafter defined), dated within ten days prior to the date of delivery of the 5.300% Series due 2036 Substituted Mortgage Bonds, stating that its rating of the 5.300% Series due 2036
Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 5.300% Series due 2036, (ii) a letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the 5.300% Series due
2036 Substituted Mortgage Bonds, stating that its rating of the 5.300% Series due 2036 Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 5.300% Series due 2036, (iii) an opinion of counsel, which may be
counsel to the Company or any successor entity, that such substitution will not result in the recognition of capital gain or loss for U.S. federal income tax purposes to the holders of the Bonds of the 5.300% Series due 2036, (iv) an opinion of
counsel which may be counsel to the Company or any successor entity, to the effect that the 5.300% Series due 2036 Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered and shall constitute
the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of mortgagees’ and
other creditors’ rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued and (v) such other certificates and documents with respect to the
issuance and delivery of the 5.300% Series due 2036 Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request.
“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the
State of Delaware, its successors and their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed
to refer to any other nationally recognized securities rating agency selected by the Company.
“S&P” means S&P
Global Ratings, duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company.
27
ARTICLE IV
ADDITIONAL COVENANTS
The Company hereby covenants, warrants and agrees:
Section 1. Title to Mortgaged Property. That the Company is lawfully seized and possessed of all of
the mortgaged property described in the granting clauses of this Supplemental Indenture; that it has good, right and lawful authority to mortgage the same as provided in this Supplemental Indenture; and that such mortgaged property is, at the actual
date of the initial issue of the Bonds of the 5.300% Series due 2036 and at the date of issuance of any Additional Bonds, as applicable, free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title
thereto prior to the Indenture, except as set forth in the granting clauses of the Original Indenture, the Thirty-Second Supplemental Indenture, the Thirty-Ninth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Forty-Second
Supplemental (Reopening) Indenture, the Forty-Third Supplemental Indenture, the Forty-Fourth Supplemental Indenture, the Forty-Fifth Supplemental Indenture, the Forty-Sixth Supplemental Indenture, the Forty-Seventh Supplemental Indenture, the
Forty-Ninth Supplemental Indenture, the Fiftieth Supplemental Indenture, the Fifty-First Supplemental Indenture, the Fifty-Second Supplemental Indenture, the Fifty-Third Supplemental Indenture, the Fifty-Third Supplemental (Reopening) Indenture and
this Supplemental Indenture.
Section 2. Tax Withholding Compliance. The Bonds of the 5.300% Series due 2036 shall be
subject to the following provision:
The Company agrees (i) to provide the Trustee with such reasonable information as it has in its
possession to enable the Trustee to determine whether any payments pursuant to the Indenture are subject to the withholding requirements described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the
Code and any regulations, or agreements thereunder or official interpretations thereof (“Applicable Tax Law”), and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture
to the extent necessary to comply with Applicable Tax Law, for which the Trustee shall not have any liability.
ARTICLE V
RESERVATIONS OF RIGHTS TO AMEND THE
ORIGINAL INDENTURE
Section 1. Modernization of the Original Indenture. The Company
reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 5.300% Series due 2036, or of any subsequent series of bonds, to amend the Original Indenture to:
28
(a) Eliminate maintenance and improvement fund requirements;
(b) Simplify the provisions for release of obsolete property, de minimis property releases and substitution of property and unfunded property;
(c) Permit additional terms of bonds or forms of bond in supplemental indentures, including terms for uncertificated and global
securities (or definitive securities in lieu thereof) and medium-term notes;
(d) Make any changes necessary to conform the Mortgage with
the requirements of the Trust Indenture Act;
(e) Add defeasance provisions providing for covenant and legal defeasance options;
(f) Permit the Company to remove the Trustee in certain circumstances;
(g) Provide for direction to the Trustee under the Mortgage to vote pledged prior lien bonds for specified amendments to the prior lien
mortgage;
(h) Provide broader investment directions to the Trustee or permitting the Company to direct investment of money held by the
Trustee, so long as there is no event of default under the Mortgage;
(i) Amend the definition of “Excepted Property” to
exclude property which generally cannot be mortgaged without undue administrative burden (i.e. automobiles), but allowing the Company to subject Excepted Property to the Mortgage;
(j) Amend the definition of “Bondable Property” to allow all mortgaged property to be bondable; and
(k) Update the definition of “Permitted Liens.”
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. Acceptance of Trust. The Trustee accepts the trusts herein declared, provided, created or
supplemented and agrees to perform the same upon the terms and conditions herein and in the Original Indenture, as amended, set forth and upon the following terms and conditions.
29
Section 2. Responsibility and Duty of Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company
solely. In general each and every term and condition contained in Article XIII of the Original Indenture, as amended by the Second Supplemental Indenture, shall apply to and form part of this Supplemental Indenture with the same force and effect as
if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Supplemental Indenture.
Section 3. Parties to Include Successors and Assigns. Whenever in this Supplemental Indenture
either of the parties hereto is named or referred to, such reference shall, subject to the provisions of Articles XII and XIII of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and
agreements in this Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties,
whether so expressed or not.
Section 4. Benefits Restricted to Parties and to Holders of Bonds and
Coupons. Nothing in this Supplemental Indenture, expressed or implied, is intended or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the Bonds and
coupons outstanding under the Indenture, any right, remedy or claim under or by reason of this Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Supplemental Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the Bonds and of the coupons outstanding under the Indenture.
Section 5. Execution in Counterparts. This Supplemental Indenture may be executed in several
counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
Section 6. Titles of Articles Not Part of the Fifty-Fifth Supplemental Indenture. The Titles of the
several Articles of this Supplemental Indenture shall not be deemed to be any part thereof.
Section 7. Electronic Means.
With respect to the Bonds of the 5.300% Series due 2036:
The Trustee shall have the right to accept and act upon instructions
(“Instructions”), including fund transfer instructions given pursuant to this Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate
listing officers and other Company personnel with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by
the
30
Company whenever a person is to be added or deleted from the listing or promptly upon reasonable request of the Trustee. If the Company elects to give the Trustee Instructions using Electronic
Means and the Trustee in its reasonable discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee shall be
entitled to presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall establish reasonable procedures to
ensure that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding
such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of the Electronic Means it selects to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is informed of the protections and risks associated with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of
Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security
procedures. For purposes of this Section 7, “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
Section 8. OFAC Compliance. With respect to the Bonds of the 5.300% Series due 2036:
(a) The Company covenants and represents that neither it nor, to the knowledge of the Company, any of its affiliates,
subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government (including the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations
Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”).
31
(b) The Company covenants and represents that neither it nor any of its
affiliates, subsidiaries, directors or officers will use any part of the proceeds received in connection with the Indenture or any other of the transaction documents (i) to fund or facilitate any activities of or business with any person who,
at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other
manner that will result in a violation of Sanctions by any person.
Section 9. FATCA. In order to comply with
applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer,
trustee, paying agent, holder or other institution is or has agreed to be subject to related to this Supplemental Indenture, the Company agrees (i) to provide to the Trustee sufficient information about holders or other applicable parties
and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or
deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it
takes to comply with such Applicable Law. The terms of this paragraph shall survive the termination of this Supplemental Indenture.
32
IN WITNESS HEREOF, EVERGY KANSAS CENTRAL, INC., party hereto of the first part, has caused
its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its Chairman of the Board, President, Chief Executive Officer or a Vice President, and its corporate seal to be attested by its Secretary or an Assistant
Secretary for and in its behalf, and The Bank of New York Mellon Trust Company, N.A., party hereto of the second part, has caused its corporate name to be hereunto affixed, and this instrument to be signed and attested by its duly authorized
officer, all as of the day and year first above written.
(CORPORATE SEAL)
EVERGY KANSAS CENTRAL, INC.
By:
/s/ Geoffrey T. Ley
Geoffrey T. Ley
Senior Vice President,
Corporate Planning and Treasurer
ATTEST:
By:
/s/ Heather A. Humphrey
Heather A. Humphrey,
Senior Vice President,
General Counsel and Corporate Secretary
S-1
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/ Ann M. Dolezal
Name: Ann M. Dolezal
Title: Vice
President
ATTEST:
By:
/s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title:
Vice President
S-2
STATE OF MISSOURI )
: ss.:
COUNTY OF
JACKSON )
BE IT REMEMBERED, that on this 24th day of June, 2026, before me, the undersigned, a Notary Public within and for the
County and State aforesaid, personally came Geoffrey T. Ley and Heather A. Humphrey, of Evergy Kansas Central, Inc., a corporation duly organized, incorporated and existing under the laws of the State of Kansas, who are personally known to me to be
such officers, and who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged the execution of the same to be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.
/s/ Nicole A. Wehry
Notary Public
My Commission
Expires
February 4, 2027
NICOLE A. WEHRY
NOTARY
PUBLIC – NOTARY SEAL
STATE OF MISSOURI
MY COMMISSION
EXPIRES FEBRUARY 4, 2027
JACKSON COUNTY
COMMISSION
#14391200
S-3
STATE OF MISSOURI )
: ss.:
COUNTY OF
JACKSON )
BE IT REMEMBERED, that on this 24th day of June, 2026, before me, the undersigned, a Notary Public within and for the
County and State aforesaid, personally came Geoffrey T. Ley, and Heather A. Humphrey, of Evergy Kansas Central, Inc., a corporation duly organized, incorporated and existing under the laws of the State of Kansas, who are personally known to me to be
such officers, being by me respectively duly sworn, did each say that the said Geoffrey T. Ley is Senior Vice President, Corporate Planning and Treasurer and that the said Heather A. Humphrey is Senior Vice President, General Counsel and Corporate
Secretary of said corporation, that the consideration of and for the foregoing instrument was actual and adequate, that the same was made and given in good faith, for the uses and purposes therein set forth and without any intent to hinder, delay,
or defraud creditors or purchasers.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and
year last above written.
/s/ Nicole A. Wehry
Notary Public
My Commission
Expires
February 4, 2027
NICOLE A. WEHRY
NOTARY
PUBLIC – NOTARY SEAL
STATE OF MISSOURI
MY COMMISSION
EXPIRES FEBRUARY 4, 2027
JACKSON COUNTY
COMMISSION
#14391200
S-4
STATE OF ILLINOIS
)
: ss.:
COUNTY OF COOK
)
BE IT REMEMBERED, that on this 23rd day of June, 2026, before me, the undersigned, a Notary Public within and
for the State aforesaid, personally came Ann M. Dolezal, Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, who is personally known to me or proved to be on the basis of sufficient identification to be
such officer, and who is personally known to me or proved to me on the basis of sufficient identification to be the same person who executed as such officer the within instrument of writing, and such person duly acknowledged the execution of the
same to be the act and deed of said corporation.
/s/ Mietka Collins
Notary Public
MIETKA COLLINS
OFFICIAL
SEAL
NOTARY PUBLIC – STATE OF ILLINOIS
MY COMMISSION
EXPIRES Nov. 28, 2026
S-5
EX-5.1
EX-5.1
Filename: d917808dex51.htm · Sequence: 4
EX-5.1
Exhibit 5.1
July 1, 2026
Evergy Kansas Central, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
Re:
Evergy Kansas Central, Inc.
$350,000,000 aggregate principal amount of First Mortgage Bonds, 5.300% Series due 2036
Ladies and Gentlemen:
I have served as Senior Vice President, General Counsel and Corporate Secretary of Evergy Kansas Central, Inc., a Kansas corporation (the
“Company”), in connection with the issuance and sale by the Company of $350,000,000 aggregate principal amount of First Mortgage Bonds, 5.300% Series due 2036 (the “Bonds”), covered by the Registration Statement on Form S-3 (No. 333-281614-02) (the “Registration Statement”) filed on August 16, 2024 by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Bonds were issued under and secured by the Mortgage
and Deed of Trust (the “Indenture”) dated July 1, 1939, as amended and supplemented, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to BNY Midwest Trust Company, as successor to Harris Trust
and Savings Bank, as trustee (the “Trustee”). The Bonds were sold by the Company pursuant to the Underwriting Agreement, dated June 22, 2026, among the Company, Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Goldman
Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
In rendering
the opinion expressed below, I have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. I am familiar with the Amended and Restated Articles of Incorporation and the Amended and Restated By-laws of the Company and the resolutions of the Board of Directors of the Company relating to the Registration Statement. I have also examined originals, or copies of originals certified to my satisfaction, of
such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied myself as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion letter. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all persons other than the directors and officers of the Company and the
conformity with the original documents of any copies thereof submitted to me for examination. I have also assumed that the Indenture is the valid and binding obligation of the Trustee.
Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, I am of the opinion that the Bonds are
legally issued and constitute the valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency or other laws affecting enforcement of mortgagees’ and other creditors’ rights
generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
For
purposes of this opinion letter, I have further assumed that the Bonds will be governed by the laws of the State of Kansas. I am licensed to practice law in the State of Kansas and the foregoing opinions are limited to the laws of the State of
Kansas.
I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to me
included in or made a part of the Registration Statement.
Very truly yours,
/s/ Heather A. Humphrey
Heather A. Humphrey
Senior Vice President, General Counsel and Corporate Secretary
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Jul. 01, 2026
Entity Information [Line Items]
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Entity Central Index Key
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Document Type
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Document Period End Date
Jul. 01, 2026
Entity Incorporation, State or Country Code
MO
Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Entity Address, City or Town
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MO
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Evergy Kansas Central, Inc. [Member]
Entity Information [Line Items]
Entity Registrant Name
Evergy Kansas Central, Inc.
Entity Central Index Key
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Entity Incorporation, State or Country Code
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Entity File Number
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Entity Tax Identification Number
48-0290150
Entity Address, Address Line One
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Topeka
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