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EXHIBIT 4.46
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ILLINOIS POWER COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 15, 1998
TO
GENERAL MORTGAGE INDENTURE AND DEED OF TRUST
DATED AS OF NOVEMBER 1, 1992
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SUPPLEMENTAL INDENTURE dated as of September 15, 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, the Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of November 1, 1992 (the
"Indenture"), to the Trustee, for the security of the Bonds of the Company
issued and to be issued thereunder (the "Bonds"); and
WHEREAS, pursuant to the terms and provisions of the Indenture there
were created and authorized by Supplemental Indentures thereto bearing the
following dates, respectively, the New 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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February 15, 1993 8% Series due 2023 Bonds of the 2023 Series
March 15, 1993 6 1/2% 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 First 2003 Series
October 15, 1993 5 % Series due 2000 Bonds of the Second 2000 Series
November 1, 1993 Pollution Control Series M Bonds of the Pollution Control Series M
November 1, 1993 Pollution Control Series N Bonds of the Pollution Control Series N
November 1, 1993 Pollution Control Series O Bonds of the Pollution Control Series O
April 1, 1997 Pollution Control Series P Bonds of the Pollution Control Series P
April 1, 1997 Pollution Control Series Q Bonds of the Pollution Control Series Q
April 1, 1997 Pollution Control Series R Bonds of the Pollution Control Series R
March 1, 1998 Pollution Control Series S Bonds of the Pollution Control Series S
March 1, 1998 Pollution Control Series T Bonds of the Pollution Control Series T
July 15, 1998 6 1/4% Series due 2002 Bonds of the 2002 Series
WHEREAS, the Company desires to create a new series of Bonds to be
issued under the Indenture, to be known as New Mortgage Bonds, 6% Series due
2003 (the "New Mortgage Bonds of the Second 2003 Series"); and
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;
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
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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.
DESCRIPTION OF NEW MORTGAGE BONDS OF THE SECOND 2003 SERIES.
SECTION 1. The Company hereby creates a new series of Bonds to be known
as the "New Mortgage Bonds of the Second 2003 Series." The New Mortgage Bonds of
the Second 2003 Series 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, as supplemented and
modified.
The commencement of the first interest period shall be September 16,
1998. All New Mortgage Bonds of the Second 2003 Series shall mature on September
15, 2003, and shall bear interest at the rate of SIX PER CENT (6%) per annum,
payable semi-annually on March 15 and September 15 in each year. The person in
whose name any of the New Mortgage Bonds of the Second 2003 Series are
registered 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 New Mortgage Bonds of the Second 2003 Series 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 as provided in Section 3.07 of the Indenture.
The term "record date" as used in this Section with respect to any
interest payment date shall mean the March 1 or September 1, as the case may be,
next preceding the semi-annual interest payment date, or, if such March 1 or
September 1 shall be a legal holiday or a day on which banking 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 2. The New Mortgage Bonds of the Second 2003 Series shall be
issued only as registered Bonds without coupons of the denomination of $1,000,
or any integral multiple of $1,000, appropriately numbered. The New Mortgage
Bonds of the Second 2003 Series may be exchanged, upon surrender thereof, at the
agency of the Company in the City of Chicago, Illinois, for one or more New
Mortgage Bonds of the Second 2003 Series of other authorized denominations, for
the same aggregate principal amount, subject to the terms and conditions set
forth in the Indenture.
New Mortgage Bonds of the Second 2003 Series may be exchanged or
transferred without expense to the registered owner thereof except that any
taxes or other governmental charges required to be paid with respect to such
transfer or exchange shall be paid by the registered owner requesting such
transfer or exchange as a condition precedent to the exercise of such privilege.
SECTION 3. The New Mortgage Bonds of the Second 2003 Series and the
Trustee's Certificate of Authentication shall be substantially in the following
forms respectively:
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[FORM OF FACE OF BOND]
ILLINOIS POWER COMPANY
(Incorporated under the laws of the State of Illinois)
NEW MORTGAGE BOND, 6% SERIES DUE 2003
No. . . . . . . . . . . . . . $100,000,000
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 ........ or registered assigns, the
principal sum of One Hundred Million Dollars ($100,000,000) on September 15,
2003, 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
thereon in like coin or currency from September 16, 1998, payable semi-annually
on March 15 and September 15 in each year, commencing March 15, 1999, at the
rate of SIX PER CENT (6%) per annum, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in the
Indenture hereinafter mentioned. The interest so payable on any March 15 or
September 15 will, subject to certain exceptions provided in the Supplemental
Indenture dated as of September 15, 1998, be paid to the person in whose name
this New Mortgage Bond is registered at the close of business on the immediately
preceding March 1 or September 1, as the case may be. Both principal of, and
interest on, this New Mortgage Bond are payable at the agency of the Company in
the City of Chicago, Illinois.
This New Mortgage 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 New Mortgage 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.
IN WITNESS WHEREOF, Illinois Power Company has caused this New Mortgage
Bond to be signed (manually or by facsimile signature) in its name by an
Authorized Executive Officer, as defined in the Indenture, and its corporate
seal (or a facsimile thereof) to be hereto affixed and attested (manually or by
facsimile signature) by an Authorized Executive Officer, as defined in the
Indenture.
Dated . . . . . . . . . . . . ILLINOIS POWER COMPANY,
By ...............................
Authorized Executive Officer
ATTEST:
......................................
Authorized Executive Officer
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This New Mortgage Bond is one of the Bonds of the series designated
therein referred to in the within-mentioned Indenture dated as of November 1,
1992 and the Supplemental Indenture dated as of September 15, 1998.
XXXXXX TRUST AND SAVINGS BANK,
Trustee,
By...............................
Authorized Signatory
[FORM OF REVERSE OF BOND]
This New Mortgage 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
a General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of
November 1, 1992, executed by the Company to Xxxxxx Trust and Savings Bank (the
"Trustee"), as Trustee, 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 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 provided in the
Indenture. This New Mortgage Bond of the Second 2003 Series is one of a series
designated as the "New Mortgage Bonds, 6% Series Due 2003" (the "New Mortgage
Bonds of the Second 2003 Series") of the Company, unlimited in aggregate
principal amount, issued under and secured by the Indenture and described in the
supplemental indenture dated as of September 15, 1998 (the "Supplemental
Indenture dated as of September 15, 1998"), between the Company and the Trustee,
supplemental to the Indenture.
The New Mortgage Bonds of the Second 2003 Series are not subject to
redemption prior to maturity.
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 be rescinded under certain circumstances.
ARTICLE II.
ISSUE OF NEW MORTGAGE BONDS OF THE SECOND 2003 SERIES.
SECTION 1. The Company hereby exercises the right to obtain the
authentication of $100,000,000 principal amount of Bonds pursuant to the terms
of Section 4.02 of the Indenture. All such Bonds shall be New Mortgage Bonds of
the Second 2003 Series.
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SECTION 2. Such New Mortgage Bonds of the Second 2003 Series may be
authenticated and delivered prior to the filing for recordation of this
Supplemental Indenture.
ARTICLE III.
REDEMPTION.
The New Mortgage Bonds of the Second 2003 Series shall not be
redeemable prior to maturity.
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 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 V.
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.
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IN WITNESS WHEREOF, Illinois Power Company has caused this 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
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 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 Indenture to be attested by its
Secretary or one of its Assistant Secretaries; all as of the fifteenth day of
September, 1998.
ILLINOIS POWER COMPANY
By /s/ XXXXXX X. XXXXXXX
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(CORPORATE SEAL) Xxxxxx X. Xxxxxxx
Vice President - Finance
ATTEST:
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Assistant Secretary
XXXXXX TRUST AND SAVINGS BANK, TRUSTEE
By /s/ X. XXXXXXXXX
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(CORPORATE SEAL) X. Xxxxxxxxx
Vice President
ATTEST:
/s/ X. XXXXXX
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X. Xxxxxx
Assistant Secretary
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STATE OF ILLINOIS )
) SS.:
COUNTY OF MACON )
BE IT REMEMBERED, that on this 12th day of August, 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 Xxxxxx X.
Xxxxxxxxx, Assistant 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 _______________.
(NOTARIAL SEAL)
STATE OF ILLINOIS )
) SS.:
COUNTY OF XXXX )
BE IT REMEMBERED, that on this 17th day of August, 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 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: 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 6600 Sears Tower
000 X. 00xx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
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