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EXHIBIT 4.39
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ILLINOIS POWER COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 1
DATED AS OF MARCH 1, 1998
TO
MORTGAGE AND DEED OF TRUST
DATED NOVEMBER 1, 1943
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SUPPLEMENTAL INDENTURE No. 1 dated as of March 1, 1998 ("Supplemental Indenture
No. 1"), 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 Mortgage and Deed of Trust dated November 1, 1943, hereinafter
mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered its Mortgage
and Deed of Trust dated November 1, 1943 ("Original Indenture"), to the Trustee,
for the security of the First Mortgage Bonds of the Company issued and to be
issued thereunder (the "Bonds"); and
WHEREAS, pursuant to the terms and provisions of the Original Indenture
there were created and authorized by Supplemental Indentures thereto bearing the
following dates, respectively, the First Mortgage Bonds of the series issued
thereunder and respectively identified opposite such dates:
DATE OF
SUPPLEMENTAL IDENTIFICATION
INDENTURE OF SERIES CALLED
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November 1, 1943 4% Series due 1973 Bonds of the 1973 Series
(redeemed)
March 1, 1946 2 7/8% Series due 1976 Bonds of the 1976 Series
(paid at
maturity)
February 1, 1948 3 1/2% Series due 1978 Bonds of the 1978 Series
(paid at
maturity)
July 1, 1949 2 7/8 % Series due 1979 Bonds of the 1979 Series
(paid at
maturity)
April 1, 1950 2 3/4% Series due 1980 Bonds of the 1980 Series
(paid at
maturity)
March 1, 1952 3 1/2% Series due 1982 Bonds of the 1982 Series
(paid at
maturity)
November 1, 1953 3 1/2% Series due 1983 Bonds of the 1983 Series
(paid at
maturity)
July 1, 1956 3 3/4% Series due 1986 Bonds of the 1986 Series
(paid at
maturity)
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DATE OF
SUPPLEMENTAL IDENTIFICATION
INDENTURE OF SERIES CALLED
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May 1, 1958 4% Series due 1988 Bonds of the 1988 Series
(redeemed)
January 1, 1963 4 1/4% Series due 1993 Bonds of the 1993 Series
(paid at
maturity)
October 1, 1966 5.85% Series due 1996 Bonds of the 1996 Series
(paid at
maturity)
January 1, 1968 6 3/8% Series due 1998 Bonds of the First 1998
(redeemed) Series
October 1, 1968 6 3/4% Series due October Bonds of the Second 1998
1, 1998 (redeemed) Series
October 1, 1969 8.35% Series due 1999 Bonds of the First 1999
(redeemed) Series
November 1, 1970 9% Series due 2000 Bonds of the 2000 Series
(redeemed)
October 1, 1971 7.60% Series due 2001 Bonds of the 2001 Series
(redeemed)
June 1, 1973 7 5/8% Series due 2003 Bonds of the First 2003
(redeemed) Series
May 1, 1974 Pollution Control Bonds of the Pollution
Series A Control Series A
September 1, 1974 10 1/2% Series due 2004 Bonds of the First 2004
(redeemed) Series
July 1, 1976 8 3/4% Series due 2006 Bonds of the 2006 Series
(redeemed)
May 1, 1977 Pollution Control Bonds of Pollution Control
Series B Series B
November 1, 1977 8 1/4% Series due 2007 Bonds of the 2007 Series
(redeemed)
August 1, 1978 8 7/8% Series due 2008 Bonds of the 2008 Series
(redeemed)
July 1, 1979 9 7/8% Series due July 1, Bonds of the Second 2004
2004 Series
(redeemed)
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DATE OF
SUPPLEMENTAL IDENTIFICATION
INDENTURE OF SERIES CALLED
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July 31, 1980 11 3/8% Series due 1987 Bonds of the 1987 Series
(redeemed)
August 1, 1980 12 5/8% Series due 2010 Bonds of the 2010 Series
(redeemed)
July 1, 1982 14 1/2% Series due 1990 Bonds of the 1990 Series
(redeemed)
November 1, 1982 12% Series due 2012 Bonds of the 2012 Series
(redeemed)
December 15, 1983 Pollution Control Bonds of the Pollution
Series C Control Series C
(redeemed)
May 15, 1984 Pollution Control Bonds of the Pollution
Series D Control Series D
(redeemed)
March 1, 1985 Pollution Control Bonds of the Pollution
Series E Control Series E
(redeemed)
February 1, 1986 10 1/2% Series due 2016 Bonds of the First 2016
(redeemed) Series
July 1, 1986 9 7/8% Series due 2016 Bonds of the Second 2016
(redeemed) Series
September 1, 1986 9 3/8% Series due 2016 Bonds of the Third 2016
(redeemed) Series
February 1, 1987 Pollution Control Bonds of the Pollution
Series F Control Series F
(redeemed)
February 1, 1987 Pollution Control Bonds of the Pollution
Series G Control Series G
(redeemed)
February 1, 1987 Pollution Control Bonds of the Pollution
Series H Control Series H
(redeemed)
July 1, 1987 Pollution Control Bonds of the Pollution
Series I Control Series I
July 1, 1988 10% Series due 1998 Bonds of the Third 1998
(redeemed) Series
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DATE OF
SUPPLEMENTAL IDENTIFICATION
INDENTURE OF SERIES CALLED
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July 1, 1991 Pollution Control Bonds of the Pollution
Series J Control Series J
June 1, 1992 Pollution Control Bonds of the Pollution
Series K Control Series K
June 1, 1992 Pollution Control Bonds of the Pollution
Series L Control Series L
July 1, 1992 7.95% Series due 2004 Bonds of the Third 2004
Series
July 1, 1992 8 3/4% Series due 2021 Bonds of the 2021 Series
September 1, 1992 6 1/2% Series due 1999 Bonds of the 1999 Series
February 15, 1993 8% Series due 2023 Bonds of the 2023 Series
March 15, 1993 6 1/8% Series due 2000 Bonds of the 2000 Series
March 15, 1993 6 3/4% Series due 2005 Bonds of the 2005 Series
July 15, 1993 7 1/2% Series due 2025 Bonds of the 2025 Series
August 1, 1993 6 1/2% Series due 2003 Bonds of the Second 2003
Series
October 15, 1993 5 5/8% Series due 2000 Bonds of the Second 2000
Series
November 1, 1993 Pollution Control Bonds of the Pollution
Series M Control Series M
November 1, 1993 Pollution Control Bonds of the Pollution
Series N Control Series N
November 1, 1993 Pollution Control Bonds of the Pollution
Series O Control Series O
April 1, 1997 Pollution Control Bonds of the Pollution
Series P Control Series P
April 1, 1997 Pollution Control Bonds of the Pollution
Series Q Control Series Q
April 1, 1997 Pollution Control Bonds of the Pollution
Series R Control Series R
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and
WHEREAS, the Company desires to create a new series of Bonds to be
issued under the Original Indenture, to be known as Pollution Control Series S
Bonds (the "Pollution Control Series S Bonds") and to issue additional Bonds
under the Original Indenture; and
WHEREAS, the Pollution Control Series S Bonds, are to be issued to
Xxxxxx Trust and Savings Bank, as trustee (the "New Mortgage Trustee") under the
Company's General Mortgage Indenture and Deed of Trust dated as of November 1,
1992 (the "New Mortgage") and are to be owned and held by the New Mortgage
Trustee as "Pledged Bonds" (as defined in the New Mortgage) in accordance with
the terms of the New Mortgage; 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 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 No. 1 in the form hereof for the purposes herein
provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture No. 1 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 SUPPLEMENTAL INDENTURE No. 1 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 Original 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 Original Indenture, for
the benefit of the New Trustee and any successor holder of the Bonds as follows:
ARTICLE I.
DESCRIPTION OF POLLUTION CONTROL SERIES S BONDS.
SECTION 1. The Company hereby creates a new series of Bonds to be known
as "Pollution Control Series S Bonds." The Pollution Control Series S Bonds
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 Original Indenture, as supplemented and modified. The Pollution
Control Series S Bonds will be issued only to the New Mortgage Trustee as
security for a series of bonds being issued under the Company's New Mortgage and
the supplemental indenture no. 1 to the New Mortgage dated as of March 1, 1998
("New Mortgage Pollution Control Series S Bonds") and in the same principal
amount as the New Mortgage Pollution Control Series S Bonds.
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Pollution Control Series S Bonds shall be dated as provided in Section
6 of Article II of the Original Indenture. All Pollution Control Series S Bonds
shall mature on March 1, 2028 and shall bear interest at the rate of five and
four-tenths per cent (5.40%) per annum, payable semi-annually on March 1 and
September 1 of each year, commencing September 1, 1998, until the principal sum
is paid in full. Any payment by the Company of principal of , or premium or
interest on, any Pollution Control Series S Bonds shall be applied by the New
Mortgage Trustee to the payment of any principal, premium or interest, as the
case may be, in respect of the New Mortgage Pollution Control Series S Bonds due
in accordance with the terms of the New Mortgage.
SECTION 2. The Pollution Control Series S Bonds and the Trustee's
Certificate shall be substantially in the following forms respectively:
[FORM OF FACE OF BOND]
ILLINOIS POWER COMPANY
(Incorporated under the laws of the State of Illinois)
POLLUTION CONTROL SERIES S BOND
No. __________ $18,700,000
ILLINOIS POWER COMPANY, a corporation organized and existing under the
laws of the State of Illinois (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 Xxxxxx Trust and Savings Bank as
trustee (the "New Mortgage Trustee") under the Company's General Mortgage
Indenture and Deed of Trust dated as of November 1, 1992 (the "New Mortgage") or
its respective registered assigns, the principal sum of $18,700,000 on March 1,
2028, 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, and to pay interest in
like coin or currency from March 1, 1998, payable semi-annually on March 1 and
September 1 of each year, commencing September 1, 1998, at the rate of five and
four-tenths percent (5.40%) per annum, until said principal sum is paid in full.
Both the principal of, and the interest on, this Bond are payable at the agency
of the Company in the City of Chicago, Illinois.
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 form of certificate endorsed hereon shall have been signed by
or on behalf of Xxxxxx Trust and Savings Bank, the Trustee under the Indenture,
or a successor trustee thereto under the Indenture (the "Trustee").
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
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IN WITNESS WHEREOF, Illinois Power Company has caused this Bond to be
signed (manually or by facsimile signature) in its name by its President or a
Vice President, and its corporate seal (or a facsimile thereof) to be hereto
affixed and attested (manually or by facsimile signature) by its Secretary or an
Assistant Secretary.
Dated ______________, 1998 ILLINOIS POWER COMPANY,
By . . . . . . . . . . . . .
Vice President
ATTEST:
. . . . . . . . . . . . . .
Assistant Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds of the series designated therein,
described in the within-mentioned Indenture and the Supplemental Indenture No. 1
dated as of March 1, 1998.
XXXXXX TRUST AND SAVINGS BANK,
Trustee,
By . . . . . . . . . . . . . . . . . .
Authorized Officer
[FORM OF REVERSE OF BOND)
This Bond is one of a duly authorized issue of Bonds of the Company
(the "Bonds") in unlimited aggregate principal amount, of the series hereinafter
specified, all issued and to be issued under and equally secured by the Mortgage
and Deed of Trust (the "Indenture"), dated November 1, 1943, executed by the
Company to Xxxxxx Trust and Savings Bank (the "Trustee"), as Trustee, to which
Indenture and all indentures supplemental thereto, including the Supplemental
Indenture dated February 15, 1993, which amended Section 1 of Article IX of the
Indenture, reference is hereby made for a description of the properties
mortgaged and pledged, the nature and extent of the security, the rights of the
registered owners of the Bonds and of the Trustee in respect thereof, 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 "Pollution
Control Series S Bonds" (the "Pollution Control Series S Bonds") of the Company,
unlimited in aggregate principal amount, issued under and secured by the
Indenture and described in the supplemental indenture no. 1 dated as of Xxxxx 0,
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0000 ("Xxxxxxxxxxxx Xxxxxxxxx No. 1 of March 1, 1998"), between the Company and
the Trustee, supplemental to the Indenture.
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 the holders of not less than 662/3% in amount of the Bonds
entitled to vote then outstanding, at a meeting of Bondholders called and held
as provided in the Indenture, and by an affirmative vote of the holders of not
less than 662/3% in 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; provided however, that no such modification or alteration shall
be made which will affect the terms of payment of the principal of, or interest
or premium, if any, on this Bond.
This Pollution Control Series S Bond is subject to redemption in
accordance with the terms of Article II of the Supplemental Indenture No. 1 of
March 1, 1998.
In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all 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 rescinded by the holders of a
majority in principal amount of the Bonds outstanding.
No recourse shall be had for the payment of the principal of, or
premium 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, as such, past, present or future,
of the Company, or of any predecessor or successor corporation, 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, rule of law, 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;
provided, however, that nothing herein or in the Indenture or any indenture
supplemental thereto contained shall prevent the enforcement of the liability,
if any, of any stockholder or subscriber to capital stock upon or in respect of
shares of capital stock not fully paid up.
Notwithstanding any provision in the Indenture, the Supplemental
Indenture No. 1 of March 1, 1998 or this Pollution Control Series S Bond to the
contrary, any payment by the Company under the New Mortgage of principal of, or
premium or interest on, bonds which shall have been authenticated and delivered
under the New Mortgage (the "New Mortgage Pollution Control Series S Bonds")
upon the basis of the issuance and delivery to the New Mortgage Trustee of the
Pollution Control
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Series S Bonds shall, to the extent thereof, be deemed to satisfy and discharge
the obligation of the Company to make a payment of principal, premium or
interest, as the case may be, in respect of this Pollution Control Series S Bond
which is then due.
This Pollution Control Series S Bond constitutes a "Pledged Bond" (as
defined in the New Mortgage) and is subject to all of the rights and
restrictions applicable to Pledged Bonds as set forth in the New Mortgage.
Without limiting the generality of the foregoing, this Pollution Control Series
S Bond shall be subject to surrender by the New Mortgage Trustee in accordance
with the provisions of Section 7.03 of the New Mortgage. To the extent that any
provisions in the Indenture, the Supplemental Indenture No. 1 of March 1, 1998
or this Pollution Control Series S Bond are inconsistent with the provisions
relating to Pledged Bonds that are set forth in the New Mortgage, the provisions
of the New Mortgage shall apply.
SECTION 3. Notwithstanding any provision in the Original Indenture,
this Supplemental Indenture No. 1, or the Pollution Control Series S Bonds to
the contrary, any payment by the Company under the New Mortgage of principal of,
or premium or interest on, the New Mortgage Pollution Control Series S Bonds
shall, to the extent thereof, be deemed to satisfy and discharge the obligation
of the Company to make any payment of principal, premium or interest, as the
case may be, in respect of the Pollution Control Series S Bonds which is then
due.
SECTION 4. The Pollution Control Series S Bonds constitute "Pledged
Bonds" (as defined in the New Mortgage) and are subject to all of the rights and
restrictions applicable to Pledged Bonds as set forth in the New Mortgage.
Without limiting the generality of the foregoing, the Pollution Control Series S
Bonds shall be subject to surrender by the New Mortgage Trustee in accordance
with the provisions of Section 7.03 of the New Mortgage. To the extent that any
provisions in the Original Indenture, this Supplemental Indenture No. 1 or the
Pollution Control Series S Bonds are inconsistent with the provisions relating
to Pledged Bonds that are set forth in the New Mortgage, the provisions of the
New Mortgage shall apply.
ARTICLE II.
REDEMPTION.
The Pollution Control Series S Bonds shall, subject to the provisions
of the Original Indentures, be redeemable on the same terms, on the same dates
and in the same manner as the New Mortgage Pollution Control Series S Bonds
shall be redeemed under the terms of the supplemental indenture no. 1 to the New
Mortgage dated as of March 1, 1998.
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ARTICLE III.
ISSUE OF POLLUTION CONTROL
SERIES S BONDS.
SECTION 1. The Company hereby exercises the right to obtain the
authentication of $18,700,000 principal amount of additional Bonds pursuant to
the terms of Section 6 of Article III of the Original Indenture in substitution
for refundable Bonds, all of which shall be Pollution Control Series S Bonds.
SECTION 2. Such Pollution Control Series S Bonds may be authenticated
and delivered prior to the filing for recordation of this Supplemental Indenture
No. 1.
SECTION 3. Notwithstanding any provision in the Original Indenture to
the contrary, execution of the Pollution Control Series S Bonds on behalf of the
Company, and the attesting of the corporate seal of the Company affixed to the
Pollution Control Series S Bonds by the officers of the Company authorized to do
such acts by Section 12 of Article II of the Original Indenture may be validly
done either by the manual or the facsimile signatures of such authorized
officers of the Company.
ARTICLE IV.
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 Original
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 No. 1 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 XIII of the
Original Indenture shall apply to this Supplemental Indenture No. 1 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 No. 1.
ARTICLE V.
MISCELLANEOUS PROVISIONS.
This Supplemental Indenture No. 1 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.
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IN WITNESS WHEREOF, Illinois Power Company has caused this Supplemental
Indenture No. 1 to be executed on its behalf by its Chairman and President, one
of its Executive Vice Presidents, one of its Senior Vice Presidents or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Supplemental Indenture No. 1 to be attested by its Secretary or one of
its Assistant Secretaries; and said Xxxxxx Trust and Savings Bank, in evidence
of its acceptance of the trust hereby created, has caused this Supplemental
Indenture No. 1 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 No. 1 to be attested by its Secretary or one of its
Assistant Secretaries; all as of the first day of March, 1998.
ILLINOIS POWER COMPANY
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President -- Finance
(CORPORATE SEAL)
ATTEST:
/s/ Xxxx Xxxxxxx Stetzner
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Xxxx Xxxxxxx Stetzner
Vice President, General Counsel
and Corporate Secretary
XXXXXX TRUST AND SAVINGS BANK,
Trustee
By /s/ X. Xxxxxxxxx
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X. Xxxxxxxxx
Vice President
(CORPORATE SEAL)
ATTEST:
/s/ X. Xxxxxx
---------------------------------
X. Xxxxxx
Assistant Secretary
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STATE OF ILLINOIS )
COUNTY OF MACON ) SS.
BE IT REMEMBERED, that on this 2nd day of March, 1998, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came Xxxxxx X. Xxxxxxx, Vice President -- Finance and Xxxx Xxxxxxx
Stetzner, Vice President, General Counsel and 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 )
SS.
COUNTY OF XXXX )
BE IT REMEMBERED, that on this 27th day of February, 1998, before me,
the undersigned Xxxxxxxx Xxxxxxxxx, a Notary Public within and for the County
and State aforesaid, personally came X. Xxxxxxxxx, Vice President, and X.
Xxxxxx, 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 Vice President and Secretary, respectively, 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 May 21, 2001.
(NOTARIAL SEAL)
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Return To: This Instrument Was Prepared By:
ILLINOIS POWER COMPANY Xxxxxx Xxxxxx & Xxxxx
Real Estate Dept. F-14 7200 Sears Tower
000 X. 00xx Xxxxxx Xxxxxxx, XX 00000
Xxxxxxx, XX 00000
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