1
EXHIBIT 4.47
================================================================================
ILLINOIS POWER COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1998
TO
GENERAL MORTGAGE INDENTURE AND DEED OF TRUST
DATED AS OF NOVEMBER 1, 1992
================================================================================
2
SUPPLEMENTAL INDENTURE, dated as of October 1, 1998 (the "Supplemental
Indenture"), made by and between ILLINOIS POWER COMPANY, a corporation organized
and existing under the laws of the State of Illinois (the "Company"), party of
the first part, and XXXXXX TRUST AND SAVINGS BANK, a corporation organized and
existing under the laws of the State of Illinois (the "Trustee"), as Trustee
under the General Mortgage Indenture and Deed of Trust dated as of November 1,
1992, hereinafter mentioned, party of the second part;
WHEREAS, Illinois Development Finance Authority, a political
subdivision and body politic and corporate, duly organized and validly existing
under and by virtue of the Constitution and laws of the State of Illinois
("IDFA") issued its Adjustable Rate Pollution Control Revenue Refunding Bonds in
the aggregate principal amount of $111,770,000 in three series consisting of (i)
$51,770,000 aggregate principal amount of Adjustable Rate Pollution Control
Revenue Refunding Bonds, 1993 Series A (Illinois Power Company Project) (the
"Series A IDFA Bonds"), (ii) $30,000,000 aggregate principal amount of
Adjustable Rate Pollution Control Revenue Refunding Bonds, 1993 Series B
(Illinois Power Company Project) (the "Series B IDFA Bonds"), and (iii)
$30,000,000 aggregate principal amount of Adjustable Rate Pollution Control
Revenue Refunding Bonds, 1993 Series C (Illinois Power Company Project) (the
"Series C IDFA Bonds") (the Series A IDFA Bonds, Series B IDFA Bonds and Series
C IDFA Bonds shall collectively be referred to as the "Related IDFA Bonds") and
lent the proceeds of the issuance of the Related IDFA Bonds to the Company
pursuant to three separate Loan Agreements each dated as of November 1, 1993
(individually as from time to time amended or modified, a "Loan Agreement" and
collectively, the "Loan Agreements"), to assist the Company in the refunding of
certain prior IDFA Pollution Control Revenue Bonds on or about December 15,
1993.
WHEREAS, the Series A IDFA Bonds, Series B IDFA Bonds and Series C IDFA
Bonds were issued by IDFA pursuant to three separate Indentures of Trust (as
from time to time amended or modified, the "IDFA Series A Indenture," the "IDFA
Series B Indenture" and the "IDFA Series C Indenture," respectively), each dated
as of November 1, 1993 between IDFA and The Chase Manhattan Bank (formerly known
as Chemical Bank) as Trustee under each such Indenture (together with any
successor in such capacity, the "IDFA Indenture Trustee"), each of which was
initially secured by three separate letters of credit (as from time to time
amended, modified or replaced, the "Series A Letter of Credit," the "Series B
Letter of Credit" and the "Series C Letter of Credit," respectively, and
collectively, the "Letters of Credit") from Canadian Imperial Bank of Commerce,
acting by and through its New York Agency ("CIBC") issued pursuant to three
separate Reimbursement Agreements dated as of November 1, 1993 between the
Company and CIBC (as from time to time amended or modified, the "Series A
Reimbursement Agreement," the "Series B Reimbursement Agreement" and the "Series
C Reimbursement Agreement," respectively, and collectively, the "Reimbursement
Agreements"); and
WHEREAS, the Series A Letter of Credit allows the IDFA Indenture
Trustee to draw up to $54,535,795 for payment of principal and interest on the
Series A IDFA Bonds (the "Series A Stated Amount"), the Series B Letter of
Credit allows the IDFA Indenture Trustee to draw up to
-2-
3
$31,602,740 for payment of principal and interest on the Series B IDFA Bonds
(the "Series B Stated Amount"), and the Series C Letter of Credit allows the
IDFA Indenture Trustee to draw up to $31,602,740 for payment of principal and
interest on the Series C IDFA Bonds (the "Series C Stated Amount");
WHEREAS, the Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of November 1, 1992 as from time
to time amended (the "Indenture"), to the Trustee, for the security of the Bonds
of the Company issued and to be issued thereunder (the "Bonds"); and
WHEREAS, the Company created three new series of Bonds under the
Indenture and a Supplemental Indenture dated as of November 1, 1993 (the
"November 1, 1993 Supplemental Indenture") known as New Mortgage Bonds,
Pollution Control Series M (the "Pollution Control Series M Bonds"), New
Mortgage Bonds, Pollution Control Series N (the "Pollution Control Series N
Bonds") and the New Mortgage Bonds, Pollution Control Series O (the "Pollution
Control Series O Bonds") to secure its obligations under the Reimbursement
Agreements;
WHEREAS, effective as of November 10, 1998, the Letters of Credit will
be replaced by three separate letters of credit (as from time to time amended,
modified or replaced, the "Series A ABN AMRO Letter of Credit," the "Series B
ABN AMRO Letter of Credit," and the "Series C ABN AMRO Letter of Credit,"
respectively, and collectively, the "ABN AMRO Letters of Credit") from ABN AMRO
Bank N.V. ("ABN AMRO") issued pursuant to three separate Reimbursement
Agreements dated as of October 1, 1998 between the Company and ABN AMRO (as from
time to time amended or modified, the "Series A ABN AMRO Reimbursement
Agreement," the "Series B ABN AMRO Reimbursement Agreement" and the "Series C
ABN AMRO Reimbursement Agreement," respectively, and collectively, the "ABN AMRO
Reimbursement Agreements");
WHEREAS, the Company, with the consent of CIBC and the Trustee, desires
to amend the November 1, 1993 Supplemental Indenture to reflect that, effective
as of November 10, 1998, the Letters of Credit will be replaced by the ABN AMRO
Letters of Credit and that the Pollution Control Series M Bonds, the Pollution
Control Series N Bonds and Pollution Control Series O Bonds will hereafter
secure the Company's obligations under the Reimbursement Agreements and the ABN
AMRO Reimbursement Agreements;
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Indenture, and
pursuant to appropriate resolutions of the 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
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;
-3-
4
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
THAT Illinois Power Company, in consideration of the purchase and
ownership from time to time of the Bonds and the service by the Trustee, and its
successors, under the Indenture and of One Dollar to it duly paid by the Trustee
at or before the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, hereby covenants and agrees to and with the Trustee and
its successors in the trust under the Indenture, for the benefit of those who
shall hold the Bonds as follows:
ARTICLE I.
AMENDMENT OF THE NOVEMBER 1, 1993 SUPPLEMENTAL INDENTURE.
SECTION 1. The November 1, 1993 Supplemental Indenture is hereby
amended to provide that, effective as of November 10, 1998:
(a) All references to the "Series A Letter of Credit" shall also be
deemed to be references to the "Series A ABN AMRO Letter of Credit (or any
successor letter of credit)";
(b) All references to the "Series B Letter of Credit" shall also be
deemed to be references to the "Series B ABN AMRO Letter of Credit (or any
successor letter of credit)";
(c) All references to the "Series C Letter of Credit" shall also be
deemed to be references to the "Series C ABN AMRO Letter of Credit (or any
successor letter of credit)";
(d) All references to the "Series A Reimbursement Agreement" shall also
be deemed to be references to the "Series A ABN AMRO Reimbursement Agreement (or
any successor reimbursement agreement)";
(e) All references to the "Series B Reimbursement Agreement" shall also
be deemed to be references to the "Series B ABN AMRO Reimbursement Agreement (or
any successor reimbursement agreement)";
(f) All references to the "Series C Reimbursement Agreement" shall also
be deemed to be references to the "Series C ABN AMRO Reimbursement Agreement (or
any successor reimbursement agreement)"; and
(g) All references to "CIBC" in Articles I, II and III of the November
1, 1993 Supplemental Indenture shall also be deemed to be references to "ABN
AMRO (or any successor letter of credit bank)".
-4-
5
ARTICLE II.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided, and
agrees to perform the same upon the terms and conditions in the Indenture set
forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or the due
execution hereof by the Company 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 Eleven of the Indenture shall
apply to this Supplemental Indenture with the same force and effect as if the
same were herein set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make the same conform to this
Supplemental Indenture.
ARTICLE III.
MISCELLANEOUS PROVISIONS.
This Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
-5-
6
IN WITNESS WHEREOF, said Illinois Power Company has caused this
Supplemental Indenture to be executed on its behalf by an Authorized Executive
Officer as defined in the Indenture, and its corporate seal to be hereto affixed
and said seal and this Supplemental Indenture to be attested by an Authorized
Executive Officer as defined in the Indenture; and said Xxxxxx Trust and Savings
Bank, in evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Supplemental Indenture to be attested by its Secretary or one of its
Assistant Secretaries; all as of the first day of October, 1998.
ILLINOIS POWER COMPANY
By /s/ Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxxx
Treasurer
(CORPORATE SEAL)
ATTEST:
/s/ Xxxxxx Xxxxxxxxx
______________________________________
Xxxxxx Xxxxxxxxx
Assistant Corporate Secretary
XXXXXX TRUST AND SAVINGS BANK, Trustee
By /s/ X. Xxxxxxxxx
_____________________________
X. Xxxxxxxxx
Vice President
(CORPORATE SEAL)
ATTEST:
/s/ X. Xxxxxxx
______________________________________
X. Xxxxxxx
Assistant Secretary
-6-
7
STATE OF ILLINOIS )
COUNTY OF MACON )ss.:
BE IT REMEMBERED, that on this 1st day of October, 1998, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came Xxxx X. Xxxxxx, Treasurer, and Xxxxxx Xxxxxxxxx, Assistant
Corporate Secretary, of Illinois Power Company, a corporation duly organized,
incorporated and existing under the laws of the State of Illinois, 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 that they signed, sealed and
delivered the said instrument as their free and voluntary act as such officers
and as the free and voluntary act of said Illinois Power Company for the uses
and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
______________________________________
Notary Public, Macon County, Illinois
My Commission Expires on ________________.
(NOTARIAL SEAL)
STATE OF ILLINOIS )
COUNTY OF XXXX )ss.:
BE IT REMEMBERED, that on this 2nd day of October, 1998, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came X. Xxxxxxxxx, Vice President, and X. Xxxxxxx, Assistant
Secretary, of Xxxxxx Trust and Savings Bank, a corporation duly organized,
incorporated and existing under the laws of the State of Illinois, 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 that they
signed, sealed and delivered the said instrument as their free and voluntary act
as such officers, and as the free and voluntary act of said Xxxxxx Trust and
Savings Bank for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.:
______________________________________
Notary Public, Xxxx County, Illinois
My Commission Expires on _______________.
(NOTARIAL SEAL)
-7-
8
Return To: This Instrument Was Prepared By:
ILLINOIS POWER COMPANY Xxxxxx Xxxxxx & Xxxxx
Real Estate Dept. F-14 6600 Sears Tower
000 X. 00xx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
-8-
