Exhibit 4.02
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Executed in 100 Counterparts, No. ___.
SUPPLEMENTAL INDENTURE
DATED DECEMBER 1, 1998
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
TO
U.S. BANK TRUST NATIONAL ASSOCIATION
AND X. XXXXXXXXXX,
AS TRUSTEES
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(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED OCTOBER
1, 1941, EXECUTED BY CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO CONTINENTAL
ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND XXXXXX X. XXXXXX,
AS TRUSTEES)
--------------------
(PROVIDING FOR FIRST MORTGAGE BONDS,
SENIOR NOTES SERIES AA)
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This instrument was prepared by Xxxxxx X. Xxxxxxxx, Vice President,
General Counsel and Secretary of Central Illinois Public Service
Company, 0000 Xxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
THIS SUPPLEMENTAL INDENTURE, dated December 1, 1998, made and entered
into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation
organized and existing under the laws of the State of Illinois (hereinafter
commonly referred to as the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION
(formerly First Trust National Association, formerly First Trust of Illinois,
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, formerly Continental Bank, National Association and formerly
Continental Illinois National Bank and Trust Company of Chicago), a national
banking association having its office or place of business in the City of
Chicago, Xxxx County, State of Illinois (hereinafter commonly referred to as the
"Trustee"), and X. Xxxxxxxxxx (successor Co-Trustee), of the City of Chicago,
Xxxx County, State of Illinois, as Trustees under the Indenture of Mortgage or
Deed of Trust dated October 1, 1941, heretofore executed and delivered by the
Company to Continental Illinois National Bank and Trust Company of Chicago and
Xxxxxx X. Xxxxxx, as Trustees, as amended by the Supplemental Indentures dated,
respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1,
1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964,
June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May
1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976,
November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1,
1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1,
1995, March 15, 1997 and June 1, 1997, heretofore executed and delivered by the
Company to the Trustees under said Indenture of Mortgage or Deed of Trust dated
October 1, 1941; said Indenture of Mortgage or Deed of Trust dated October 1,
1941, as amended by said Supplemental Indentures, being hereinafter sometimes
referred to as the "Indenture"; and said U.S. Bank Trust National Association
and X. Xxxxxxxxxx, as such Trustees, being hereinafter sometimes referred to as
the "Trustees" or the "Trustees under the Indenture";
WITNESSETH:
WHEREAS, the Company has entered into an Indenture dated as of
December 1, 1998 (the "Senior Note Indenture") with The Bank of New York, as
trustee (the "Senior Note Trustee") providing for the issuance of senior notes
thereunder (the "Senior Notes"); and
WHEREAS, the Company has determined, by resolutions duly adopted by
its Board of Directors and/or the Executive Committee thereof, pursuant to the
Senior Note Indenture, as security for the Senior Notes to be issued thereunder,
to issue to the Senior Note Trustee bonds of an additional series under and to
be secured by the Indenture, as hereby amended, to be known and designated as
First Mortgage Bonds, Senior Notes Series AA (hereinafter sometimes referred to
as the "bonds of Senior Notes Series AA" or the "bonds of said Series"), and the
bonds of said Series shall be authorized, authenticated and issued only as
registered bonds without coupons, and to execute and deliver this supplemental
indenture, pursuant to the provisions of Article I, as amended, Section 6 of
Article II and Article XVI of the Indenture, for the purpose of (1) creating and
authorizing not to exceed $75,000,000 aggregate principal amount of bonds of
Senior Notes Series AA and setting forth the form, terms, provisions and
characteristics thereof, (2) modifying or amending certain provisions of the
Indenture in the particulars and to the extent hereinafter specifically
provided, and (3) specifically describing and conveying to the Trustees, upon
the trusts and for the purposes of the Indenture, as hereby amended, certain
additional properties which the Company has constructed or otherwise acquired
subsequent to May 1, 1997, except property of the
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character expressly excepted or excluded from the lien of the Indenture by the
terms thereof, and which are owned by the Company at the date of the execution
hereof and are subject in any event to the lien and effect of the Indenture; and
WHEREAS, the bonds of Senior Notes Series AA shall be issued to the
Senior Note Trustee in connection with the issuance by the Company of its Senior
Notes, ___% Due ____ (the "_____ Senior Notes"); and
WHEREAS, the execution and delivery of the Company of this
supplemental indenture have been duly authorized by the Board of Directors of
the Company and/or the Executive Committee thereof; and the Company has
requested, and hereby requests, the Trustees to enter into and join with the
Company in the execution and delivery of this supplemental indenture; and
WHEREAS, the bonds of Senior Notes Series AA are to be authorized,
authenticated and issued only in the form of registered bonds without coupons,
and each of the bonds of Senior Notes Series AA and the certificate of the
Trustee thereon shall be substantially in the following form, to wit:
[FORM OF BOND]
No. $______________
Illinois Commerce Commission ID Number 5994
NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE
THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS
PERMITTED OR REQUIRED BY SECTION 4.04 OF THE INDENTURE,
DATED AS OF DECEMBER 1, 0000, XXXXXXX XXXXXXX XXXXXXXX PUBLIC SERVICE COMPANY
AND THE BANK OF NEW YORK, AS TRUSTEE.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
First Mortgage Bond, Senior Notes Series AA
Original
Issue Dated Maturity
Date Date Date CUSIP
-------- ----- -------- -------
* *
Interest
Interest Payment Record
Rate Dates Dates
-------- -------- ------
%
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REGISTERED OWNER _____________________________________
PRINCIPAL AMOUNT _____________________________ DOLLARS
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* To be completed in accordance with the terms of Section 1 of Article I
hereof.
Central Illinois Public Service Company, an Illinois corporation
(hereinafter referred to as the "Company"), for value received, hereby promises
to pay to the Registered Owner specified above, as trustee under the Senior Note
Indenture hereinafter referred to, or registered assigns, the Principal Amount
specified above on the Maturity Date specified above, and to pay to the
Registered Owner interest on said sum from the Dated Date hereof, at the
Interest Rate specified above, payable half-yearly on the Interest Payment Dates
specified above, until said principal sum is paid. The interest so payable on
any Interest Payment Date will be paid, subject to certain exceptions provided
in the Supplemental Indenture dated December 1, 1998, hereinafter referred to,
to the Registered Owner at the close of business of the Trustee on the
immediately preceding Record Date. Both the principal of and the interest on
this bond shall be payable in immediately available funds at the office or
agency of the Senior Note Trustee hereinafter referred to, 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.
Under an Indenture dated as of December 1, 1998 (the "Senior Note
Indenture") between the Company and The Bank of New York, as trustee (the
"Senior Note Trustee"), the Company will issue, concurrently with the issuance
of this bond, an issue of Notes under the Senior Note Indenture entitled "Senior
Notes, ___% Due ____ (the "____ Senior Notes"). Pursuant to Article IV of the
Senior Note Indenture, this bond is issued to the Senior Note Trustee to secure
any and all obligations of the Company under the ____ Senior Notes and any other
series of senior notes from time to time outstanding under the Senior Note
Indenture. Payment of principal of, or premium, if any or interest on, the
____Senior Notes shall constitute payments on this bond as further provided
herein and in the Supplemental Indenture dated December 1, 1998 pursuant to
which this bond has been issued (the "Supplemental Indenture").
Upon any payment of the principal of, premium, if any, and interest
on, all or any portion of the ____ Senior Notes, whether at maturity or prior to
maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, bonds of Senior Notes Series AA in a principal amount equal to the
principal amount of such ____ Senior Notes and having both a corresponding
maturity date and interest rate shall, to the extent of such payment of
principal, premium, if any, and interest, be deemed paid and the obligation of
the Company thereunder to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium, if any), such bonds
of said series shall be surrendered to the Company for cancellation as provided
in Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter
defined) may at anytime and all times conclusively assume that the obligation of
the Company to make payments with respect to the principal of and premium, if
any, and interest on the ___ Senior Notes, so far as such payments at the time
have become due, has been fully satisfied and discharged pursuant to the
foregoing sentence unless and until the Trustee shall have received a written
notice from the Senior Note Trustee signed by one of its officers stating (i)
that timely payment of principal, or premium or
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interest on, the ____ Senior Notes has not been made, (ii) that the Company is
in arrears as to the payments required to be made by it to the Senior Note
Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.
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For purposes of Section 4.09 of the Senior Note Indenture, this bond
shall be deemed to be the "Related Series of Senior Note First Mortgage Bonds"
in respect of the ____ Senior Notes.
This bond is one of the bonds issued and to be issued from time to
time under and in accordance with and all secured by the indenture of mortgage
or deed of trust dated October 1, 1941, executed and delivered by the Company to
U.S. Bank Trust National Association (formerly First Trust National Association,
formerly First Trust of Illinois, National Association, successor trustee to
Bank of America Illinois, formerly Continental Bank, formerly Continental Bank,
National Association and formerly Continental Illinois National Bank and Trust
Company of Chicago and hereinafter referred to as the "Trustee") and X.
Xxxxxxxxxx, as Trustees, and the various indentures supplemental thereto,
including the Supplemental Indenture pursuant to which $75,000,000 in aggregate
principal amount of the First Mortgage Bonds, Senior Notes Series AA are
authorized, each executed and delivered by the Company to the Trustees under
said indenture of mortgage or deed of trust dated October 1, 1941, prior to the
authentication of this bond (said indenture of mortgage or deed of trust and
said supplemental indentures being hereinafter referred to, collectively, as the
"Indenture"); and said U.S. Bank Trust National Association and X. Xxxxxxxxxx
(successor Co-Trustee) being now the Trustees under the Indenture. Reference to
the Indenture and to all supplemental indentures, if any, hereafter executed
pursuant to the Indenture is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders and Registered Owners of said bonds and of the Trustees and of the
Company in respect of such security. By the terms of the Indenture the bonds to
be secured thereby are issuable in series, which may vary as to date, amount,
date of maturity, rate of interest, redemption provisions, medium of payment and
in other respects as in the Indenture provided.
This bond is not redeemable except on the respective dates, in the
respective principal amounts and for the respective redemption prices that
correspond to the redemption dates for, the principal amounts to be redeemed of,
and the redemption prices for, the ___ Senior Notes, and except upon written
demand of the Senior Note Trustee following the occurrence of an Event of
Default under the Senior Note Indenture and the acceleration of the senior
notes, as provided in Section 8.01 of the Senior Note Indenture.
In case of certain events of default specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture. No recourse shall be had
for the payment of the principal of or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture or any
indenture supplemental thereto, to or against any incorporator, stockholder,
officer or director, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the Company, or
such predecessor or successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment, penalty, or otherwise, all
such liability of incorporators, stockholders, directors and officers being
waived and released by the Registered Owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the Indenture.
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This bond shall not be assignable or transferable except as permitted
or required by Section 4.04 of the Senior Note Indenture. This bond is
exchangeable by the Registered Owner hereof, in person or by attorney duly
authorized, at the principal office or place of business of the Trustee under
the Indenture, upon the surrender and cancellation of this bond and the payment
of any stamp tax or other governmental charge, and upon any such exchange a new
registered bond or bonds without coupons, of the same series and maturity and
for the same aggregate principal amount, will be issued in exchange heretofore;
provided, that the Company shall not be required to exchange any bonds of Senior
Notes Series AA for a period of ten (10) days next preceding an Interest Payment
Date with respect to bonds of said Series.
As provided in Section 4.11 of the Senior Note Indenture, from and
after the Release Date (as defined in the Senior Note Indenture), the
obligations of the Company with respect to this bond shall be deemed to be
satisfied and discharged, this bond shall cease to secure in any manner any
senior notes outstanding under the Senior Note Indenture, and, pursuant to
Section 4.08 of the Senior Note Indenture, the Senior Note Trustee shall
forthwith deliver this bond to the Company for cancellation.
This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the Trustee's
Certificate endorsed hereon.
IN WITNESS WHEREOF, Central Illinois Public Service Company has caused
this bond to be executed in its name by the manual or facsimile signature of its
President or one of its Vice-Presidents, and its corporate seal or a facsimile
thereof to be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
------------------------------------
President
ATTEST:
By
-----------------------------
Secretary
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This bond is one of the bonds of the series designated therein,
described in the within mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By
----------------------------------
Authorized Officer
[END OF FORM OF BOND]
NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and
valuable considerations, the receipt whereof is hereby acknowledged, and for the
purpose of further assuring to the Trustees under the Indenture their title to,
or lien upon, the property hereinafter described, under and pursuant to the
terms of the Indenture, as hereby amended, and for the purpose of further
securing the due and punctual payment of the principal of and interest and the
premium, if any, on all bonds which have been heretofore or shall be hereafter
issued under the Indenture and indentures supplemental thereto and which shall
be at any time outstanding thereunder and secured thereby and $75,000,000
principal amount of the ____ Senior Notes, and for the purpose of securing the
faithful performance and observance of all the covenants and conditions set
forth in the Indenture and/or in any indenture supplemental thereto, the Company
has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged,
warranted the title to and conveyed, and by these presents does give, grant,
bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and
convey unto U.S. BANK TRUST NATIONAL ASSOCIATION and X. XXXXXXXXXX, as Trustees
under the Indenture as therein provided, and their successors in the trusts
thereby created, and to their assigns, all the right, title and interest of the
Company in and to any and all premises, plants, property, leases and leaseholds,
franchises, permits, rights and powers, of every kind and description, real and
personal, which have been acquired by the Company through construction,
purchase, consolidation or merger, or otherwise, subsequent to May 1, 1997, and
which are owned by the Company at the date of the execution hereof, together
with the rents, issues, products and profits therefrom, excepting, however, and
there is hereby expressly reserved and excluded from the lien and effect of the
Indenture and of this supplemental indenture, all right, title and interest of
the Company, now owned, in and to (a) all cash, bonds, shares of stock,
obligations and other securities not deposited with the Trustee or Trustees
under the Indenture, and (b) all accounts and bills receivable, judgments (other
than for the recovery of real property or establishing a lien or charge thereon
or right therein) and chooses in action not specifically assigned to and pledged
with the Trustee or Trustees under the Indenture, and (c) all personal property
acquired or manufactured by the Company for sale, lease, rental or consumption
in the ordinary course of business, and (d) the last day of each of the demised
terms created by any lease of property leased to the Company and under each and
every renewal of any such lease, the last day of each and every such demised
term being hereby expressly reserved to and by the Company, and (e) all gas, oil
and other
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minerals now or hereafter existing upon, within or under any real estate of the
Company subject to, or hereby subjected to, the lien of the Indenture.
Without in any way limiting or restricting the generality of the
foregoing description or the foregoing exceptions and reservations, the Company
hereby expressly gives, grants, bargains, sells, transfers, assigns, pledges,
mortgages, warrants the title to and conveys unto said U.S. BANK TRUST NATIONAL
ASSOCIATION and X. XXXXXXXXXX, as Trustees under the Indenture, and unto their
successor or successors in trust, and their assigns, under the trusts and for
the purposes of the Indenture, as hereby amended, the properties described in
Schedule A to this supplemental indenture, which is incorporated herein by
reference with the same force and effect as if set forth at length herein, and
which properties have been acquired by the Company, through construction,
purchase, consolidation or merger, or otherwise, subsequent to May 1, 1997
(except as otherwise indicated in said Schedule A), and which are owned by the
Company at the date of the execution hereof together with the tenements,
hereditaments and appurtenances thereunto belonging or appertaining, TO HAVE AND
TO HOLD all said property, rights and interests forever, BUT IN TRUST,
NEVERTHELESS, upon the trusts, for the purposes and subject to all the terms,
conditions, provisions and restrictions of the Indenture, as hereby amended.
And upon the considerations and for the purposes aforesaid, and in
order to provide, pursuant to the terms of the Indenture, for the issuance under
the Indenture, as hereby amended, of bonds of Senior Notes Series AA and to fix
the terms, provisions and characteristics of the bonds of said Series, and to
modify or amend the Indenture in the particulars and to the extent hereinafter
in this supplemental indenture specifically provided, the Company hereby
covenants and agrees with the Trustees as follows:
ARTICLE I
SECTION 1. A series of bonds issuable under the Indenture, as hereby
amended, to be known and designated as "First Mortgage Bonds, Senior Notes
Series AA" (hereinafter in this Article sometimes referred to as the "bonds of
Senior Notes Series AA" or the "bonds of said Series"), and which shall be
executed, authenticated and issued only in the form of registered bonds without
coupons, is hereby created and authorized. The bonds of Senior Notes Series AA
and the Trustee's Certificate to be endorsed thereon shall be substantially in
the form thereof hereinbefore recited. Each bond of said Series is to be issued
and registered in the name of The Bank of New York, as trustee, or a successor
trustee (said trustee or any successor trustee being hereinafter referred to as
the "Senior Note Trustee"), under the Indenture dated as of December 1, 1998
between the Company and the Senior Note Trustee (the "Senior Note Indenture"),
to secure any and all obligations of the Company under the ___ Senior Notes and
any other series of Senior Notes from time to time outstanding under the Senior
Note Indenture. Each bond of said Series shall be dated as of the Interest
Payment Date thereof to which interest was paid next preceding the date of
issue, unless (a) issued on an Interest Payment Date thereof to which interest
was paid, in which event it shall be dated as of such issue date, or (b) issued
prior to the occurrence of the first Interest Payment Date thereof to which
interest was paid, in which event it shall be dated the Original Issue Date
specified in the form of bond. The bonds of said Series shall be due and
payable in the principal amount and on the Maturity Date specified below, shall
bear interest from the date thereof at the Interest Rate per annum specified
below payable half-yearly on the Interest Payment Dates
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specified in the form of bond to the Registered Owner as specified on the
registry books of the Trustee at the close of business of the Trustee on the
applicable Record Date as provided in Section 3 of this Article I.
10
MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE
______ __, ____ $75,000,000 ____%
The bonds of Senior Notes Series AA shall be payable, as to both
principal and interest, in immediately available funds, at the office or agency
of the Senior Note Trustee, 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.
SECTION 2. Anything contained in Section 14 of Article I of the
Indenture, or elsewhere in the Indenture, to the contrary notwithstanding, only
the person in whose name any of the bonds of said Series is registered (the
"Registered Owner") at the close of business on any Record Date, as hereinafter
defined, with respect to any Interest Payment Date shall be entitled to receive
the interest payable on such Interest Payment Date notwithstanding the
cancellation of such bonds upon any transfer or exchange subsequent to the
Record Date and prior to such Interest Payment Date; provided, however, that if
and to the extent the Company shall default in the payment of the interest due
on such Interest Payment Date, such defaulted interest shall be paid to the
persons in whose names outstanding bonds of said Series are registered on the
Record Date to be established by the Trustee for payment of such defaulted
interest.
Upon any payment of the principal of, premium, if any, and interest
on, all or any portion of the ____ Senior Notes, whether at maturity or prior to
maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, bonds of Senior Notes Series AA in a principal amount equal to the
principal amount of such ____ Senior Notes and having both a corresponding
maturity date and interest rate shall, to the extent of such payment of
principal, premium, if any, and interest, be deemed paid and the obligation of
the Company thereunder to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium, if any), such bonds
of said Series shall be surrendered to the Company for cancellation as provided
in Section 4.08 of the Senior Note Indenture. The Trustee may at anytime and all
times conclusively assume that the obligation of the Company to make payments
with respect to the principal of and premium, if any, and interest on the ____
Senior Notes, so far as such payments at the time have become due, has been
fully satisfied and discharged pursuant to the foregoing sentence unless and
until the Trustee shall have received a written notice from the Senior Note
Trustee signed by one of its officers stating (i) the timely payment of
principal, or premium or interest on, the ____ Senior Notes has not been made,
(ii) that the Company is in arrears as to the payments required to be made by it
to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the
amount of the arrearage.
SECTION 3. The term "Record Date" as used herein with respect to any
Interest Payment Date (other than an Interest Payment Date for the payment of
defaulted interest) shall mean the applicable Record Date specified in the form
of bond next preceding such Interest Payment Date, or, if such Record Date shall
be a legal holiday or a day on which banking
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institutions in the City of Chicago, Illinois, are authorized by law to close,
then the next preceding day which shall not be a legal holiday or a day on which
such institutions are so authorized to close.
SECTION 4. The bonds of Senior Notes Series AA are not redeemable
except on the respective dates, in the respective principal amounts and for the
respective redemption prices that correspond to the redemption dates for, the
principal amounts to be redeemed of, and the redemption prices for, the ___
Senior Notes, and except as set forth in Section 5 hereof.
In the event that the Company redeems any ___ Senior Notes prior to
maturity in accordance with the provisions of the Senior Note Indenture, the
Senior Note Trustee shall on the same date deliver to the Company the bonds of
Senior Notes Series AA in principal amounts corresponding to the ____ Senior
Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture.
The Company agrees to give the Senior Note Trustee notice of any such redemption
of the ____ Senior Notes on or before the date fixed for any such redemption.
SECTION 5. Upon the occurrence of an Event of Default under the Senior
Note Indenture and the acceleration of the ___ Senior Notes, the bonds of Senior
Notes Series AA shall be redeemable in whole upon receipt by the Trustee of a
written demand (hereinafter called a "Redemption Demand") from the Senior Note
Trustee stating that there has occurred under the Senior Note Indenture both an
Event of Default and a declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the Senior Notes specifying the last
date to which interest on such ____ Senior Notes has been paid (such date being
hereinafter referred to as the "Initial Interest Accrual Date") and demanding
redemption of the bonds of said Series. The Company waives any right it may
have to prior notice of such redemption under the Indenture. Upon surrender of
the bonds of said Series by the Senior Note Trustee to the Trustee, the bonds of
said Series shall be redeemed at a redemption price equal to the principal
amount thereof plus accrued interest thereon from the Initial Interest Accrual
Date to the date of the Redemption Demand; provided, however, that in the event
of a rescission or annulment of acceleration of Senior Notes pursuant to the
last paragraph of Section 8.01(a) of the Senior Note Indenture, then any
Redemption Demand shall thereby deemed to be rescinded by the Senior Note
Trustee although no such rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.
SECTION 6. For purposes of Section 4.09 of the Senior Note
Indenture, the bonds of Senior Notes Series AA shall be deemed to be the
"Related Series of Senior Notes First Mortgage Bonds" in respect of the ___
Senior Notes.
SECTION 7. The bonds of Senior Notes Series AA shall not be
assignable or transferable except as permitted by Section 4.04 of the Senior
Note Indenture. Any such transfer shall be effected at the principal office or
place of business of the Trustee under the Indenture. The bonds of said Series
are exchangeable by the Registered Owner thereof, in person or by attorney duly
authorized, at the principal office or place of business of the Trustee under
the Indenture, upon the surrender and cancellation of said bonds and the payment
of any stamp tax or other governmental charge, and upon any such exchange a new
registered bond or bonds without coupons, of the same series and maturity and
for the same aggregate principal amount, will be the same series and maturity
and for the same aggregate principal amount, will be issued in exchange
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theretofore; and provided, that the Company shall not be required to exchange
any bonds of Senior Notes Series AA for a period of ten (10) days next preceding
an Interest Payment Date with respect to bonds of said Series.
The bonds of said Series shall, from time to time, be executed on
behalf of the Company and sealed with the corporate seal of the Company, all in
the manner provided or permitted by Section 6 of Article I of the Indenture, as
follows:
(a) bonds of Senior Notes Series AA executed on behalf of the Company
by its President or a Vice-President and/or by its Secretary or an
Assistant Secretary may be so executed by the facsimile signature of such
President or Vice-President and/or of such Secretary or Assistant
Secretary, as the case may be, of the Company, or of any person or persons
who shall have been such officer or officers, as the case may be, of the
Company on or subsequent to the date of this supplemental indenture,
notwithstanding that he or they may have ceased to be such officer or
officers of the Company at the time of the actual execution,
authentication, issue or delivery of any of such bonds, and any such
facsimile signature or signatures of any such officer or officers on any
such bonds shall constitute execution of such bonds on behalf of the
Company by such officer or officers of the Company for the purposes of the
Indenture, as hereby amended, and shall be valid and effective for all
purposes, provided that all bonds shall always be executed on behalf of the
Company by the signature, manual or facsimile, of its President or a
Vice-President and of its Secretary or an Assistant Secretary, and
provided, further, that none of such bonds shall be executed on behalf of
the Company by the same officer or person acting in more than one capacity;
and
(b) such corporate seal of the Company may be a facsimile, and any
bonds of said Series on which such facsimile seal shall be affixed,
impressed, imprinted or reproduced shall be deemed to be sealed with the
corporate seal of the Company for the purposes of the Indenture, as hereby
amended, and such facsimile seal shall be valid and effective for all
purposes.
SECTION 8. As provided in Section 4.11 of the Senior Note
Indenture, from and after the Release Date (as defined in the Senior Note
Indenture), the obligations of the Company with respect to the bonds of Senior
Notes Series AA shall be deemed to be satisfied and discharged, the bonds of
said Series shall cease to secure in any manner any Senior Notes outstanding
under the Senior Note Indenture, and, pursuant to Section 4.08 of the Senior
Note Indenture, the Senior Note Trustee shall forthwith deliver the bonds of
said Series to the Company for cancellation.
ARTICLE II
SECTION 1. Sections 10 and 16 of Article III of the Indenture are,
and each of them is, hereby amended by striking out the words "Series W through
Series Z, Series 1995-1, Series 1997-1 and Series 1997-2" wherever the same
occur in each of said sections, and by inserting, in lieu thereof, the words
"Series W through Series Z, Series 1995-1, Series 1997-1, Series 1997-2 and
Senior Notes Series AA" and the Company hereby covenants and agrees to observe
and comply with the provisions of said sections as hereby amended.
13
ARTICLE III
SECTION 1. The provisions of this supplemental indenture shall become
and be effective from and after the execution hereof, and the Indenture, as
hereby amended, shall remain in full force and effect.
SECTION 2. Each reference in the Indenture, or in this supplemental
indenture, to any article, section, term or provision of the Indenture shall
mean and be deemed to refer to such article, section, term or provision of the
Indenture, as hereby amended, except where the context otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations and agreements
in this supplemental indenture contained are and shall be for the sole and
exclusive benefit of the parties hereto, their successors and assigns, and of
the holders and Registered Owners from time to time of the bonds and of the
coupons issued and outstanding from time to time under and secured by the
Indenture, as hereby amended, and the Senior Note Trustee, for the benefit of
the holder or holders of the ____ Senior Notes.
This supplemental indenture has been executed in a number of identical
counterparts, each of which so executed shall be deemed to be an original.
At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness of the Company outstanding, or to
be presently outstanding, under and secured by the Indenture, as hereby amended,
taking into account the refunding of $33,000,000 of First Mortgage Bonds, Series
W, 8-1/2%, due May 15, 2022, is $408,000,000, evidenced by First Mortgage Bonds
of the series listed below, issued by the Company under said Indenture and now
outstanding or to be presently issued by it under said Indenture, as follows:
Principal
Series Interest Rate (%) Maturity Date Amount ($)
------ ----------------- ------------- ----------
W 7-1/8 May 15, 1999 50,000,000
X 7-1/2 July 1, 2007 50,000,000
Y 6-3/4 September 15, 2002 23,000,000
Z 6 April 1, 2000 25,000,000
Z 6-3/8 April 1, 2003 40,000,000
1995-1 6.49 June 1, 2005 20,000,000
1997-1 6.52 March 15, 1999 5,000,000
1997-1 6.60 September 15, 1999 5,000,000
1997-1 6.68 March 15, 2000 5,000,000
1997-1 6.75 September 15, 2000 5,000,000
1997-1 6.83 March 15, 2001 5,000,000
1997-1 6.89 September 15, 2001 5,000,000
1997-1 6.94 March 15, 2002 5,000,000
1997-1 6.96 September 15, 2002 5,000,000
1997-1 6.99 March 15, 2003 5,000,000
1997-2 6.73 June 1, 2001 20,000,000
14
1997-2 7.05 June 1, 2006 20,000,000
1997-2 7.61 June 1, 2017 40,000,000
Senior Notes AA 75,000,000(a)
-------------
TOTAL 408,000,000
(a) To be presently issued by the Company under said Indenture.
15
IN WITNESS WHEREOF, said Central Illinois Public Service Company has caused
this instrument to be executed in its corporate name by its President or a Vice
President and its corporate seal or a facsimile thereof to be hereunto affixed
and to be attested by its Secretary or an Assistant Secretary, and said U.S.
Bank Trust National Association, for the purpose of entering into and joining
with the Company in the execution of this supplemental indenture, has caused
this instrument to be executed in its corporate name by one of its Assistant
Vice Presidents and its corporate seal to be hereunto affixed and to be attested
by one of its Vice Presidents, and said X. Xxxxxxxxxx, for the purpose of
entering into and joining with the Company in the execution of this supplemental
indenture, has signed and sealed this instrument; all as of the day and year
first above written.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
--------------------------------
Vice President
(CORPORATE SEAL)
ATTEST:
----------------------------------
Assistant Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION
By
--------------------------------
Xxxxx Xxxxx
Assistant Vice President
(CORPORATE SEAL)
ATTEST:
-----------------------------------
X. X. Xxxx, Xx.
Vice President and
Assistant Secretary
(SEAL)
----------------------------------
X. Xxxxxxxxxx
16
STATE OF ILLINOIS )
) ss
COUNTY OF SANGAMON )
I, ______________, a Notary Public in and for said County in the State
aforesaid, do hereby certify that ________________, Vice President of CENTRAL
ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the
laws of the State of Illinois, and ____________, Assistant Secretary of said
corporation, who are both personally known to me to be the same persons whose
names are subscribed to the foregoing instrument as such officers, respectively,
of said corporation, and who are both personally known to me to be such
officers, appeared before me this day in person and severally acknowledged that
they signed, sealed and delivered said instrument as their free and voluntary
act as such officers, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.
Given under my hand and official seal this ____ day of December, 1998.
------------------------------------
Notary Public
(NOTARIAL SEAL)
17
STATE OF ILLINOIS )
) ss
COUNTY OF XXXX )
I, ____________, a Notary Public in and for said County in the State
aforesaid, do hereby certify that:
(a) Xxxxx Xxxxx, an Assistant Vice President of U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association, and X. X. Xxxx, Xx.,
a Vice President and Assistant Secretary of said association, who are both
personally known to me to be the same persons whose names are subscribed to
the foregoing instrument as such officers, respectively, of said
association, and who are both personally known to me to be such officers,
appeared before me this day in person and severally acknowledged that they
signed, sealed and delivered said instrument as their free and voluntary
act as such officers, and as the free and voluntary act of said
association, for the uses and purposes therein set forth; and
(b) X. Xxxxxxxxxx, personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day
in person and acknowledged that he signed, sealed and delivered said
instrument as his free and voluntary act, for the uses and purposes therein
set forth.
Given under my hand and official seal this ____ day of December, 1998.
------------------------------------
Notary Public
(NOTARIAL SEAL)
18
