Exhibit 4.1
When recorded mail to:
James A. Tisckos
Central Illinois Public
Service Company
607 East Adams Street
Springfield, Illinois 62739
Executed in 85 Counterparts, No.
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Supplemental Indenture
dated as of June 15,
2009
Central Illinois Public Service
Company
to
U.S. Bank National
Association
and Richard Prokosch,
as trustees
(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 Edmond B. Stofft, as trustees)
(Providing for First Mortgage Bonds, 2009 Credit
Agreement Series)
This instrument was prepared by
Steven R. Sullivan, Senior Vice President, General Counsel and
Secretary of Central Illinois Public Service Company, c/o Ameren
Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis,
Missouri 63103.
This Supplemental Indenture, dated
as of June 15, 2009, 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 NATIONAL ASSOCIATION (formerly 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, Cook County, State of Illinois (hereinafter
commonly referred to as the “ Trustee ”), and
Richard Prokosch (successor Co-Trustee), of the City of Oakdale,
Washington County, State of Minnesota, 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 Edmond B.
Stofft, 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, June 1, 1997, December 1,
1998, June 1, 2001, October 1,
2004, June 1, 2006, August 1, 2006 and
March 1, 2007 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 National Association
and Richard Prokosch (successor Co-Trustee) as such Trustees, being
hereinafter sometimes referred to as the “ Trustees
” or the “ Trustees under the Indenture
”;
WITNESSETH:
WHEREAS, the Company has entered
into a 2009 Credit Agreement (as amended or otherwise modified from
time to time, the “ Credit Agreement ”) by and
among Ameren Corporation, the Company, Central Illinois Light
Company and Illinois Power Company, as borrowers, the lenders from
time to time party thereto (the “ Lenders ”) and
JPMorgan Chase Bank, N.A., as agent (in such capacity, the “
Agent ”) for the Lenders, providing for the making of
certain financial accommodations thereunder to the Company, and
pursuant to such Credit Agreement, the Company has agreed to issue
to the Agent, as evidence of and security for the Obligations (as
such term is defined in the Credit Agreement) of the Company (the
“ Company Obligations ”), a new series of bonds
under the Indenture; and
WHEREAS, for such purposes, the
Company has determined, by resolutions duly adopted by its Board of
Directors, to issue 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, 2009 Credit Agreement Series
(hereinafter sometimes referred to as the “ bonds of 2009
Credit Agreement Series ” 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
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authorizing not to exceed $135,000,000 aggregate
principal amount of bonds of 2009 Credit Agreement Series and
setting forth the form, terms, provisions and characteristics
thereof, and (2) modifying or amending certain provisions of
the Indenture in the particulars and to the extent hereinafter
specifically provided; and
WHEREAS, the bonds of 2009 Credit
Agreement Series shall be issued to the Agent as evidence of and
security for the Company Obligations under the Credit Agreement;
and
WHEREAS, the execution and delivery
by the Company of this supplemental indenture have been duly
authorized by the Board of Directors of the Company; 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 2009 Credit
Agreement Series are to be authorized, authenticated and issued
only in the form of registered bonds without coupons, and the bonds
of 2009 Credit Agreement Series and the certificate of the Trustee
thereon shall be substantially in the following form, to
wit:
[FORM OF BOND]
Illinois Commerce
Commission
Identification No.: Ill. C.C. No.
____
Notwithstanding any provisions
hereof or in the Indenture
this Bond is not assignable or
transferable except to a successor Agent appointed
in
accordance with the Credit
Agreement hereinafter referred to.
Central Illinois Public Service
Company
First Mortgage Bond, 2009 Credit Agreement
Series
REGISTERED OWNER: JPMorgan Chase
Bank, N.A.,
PRINCIPAL AMOUNT
DOLLARS
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
administrative agent (in such capacity, the “Agent”)
for the Lenders (as defined below) under the 2009 Credit Agreement
by and among Ameren Corporation, the Company, Central Illinois
Light Company and Illinois Power Company, as borrowers, the lenders
from time to time party thereto (the “ Lenders
”) and JPMorgan Chase Bank, N.A., as agent (as amended or
otherwise modified from time to time, the “ Credit
Agreement ”), or registered assigns, the Principal Amount
specified above or such lesser principal amount as shall be equal
to the Borrower Credit Exposure (as defined in the Credit
Agreement) of the Company outstanding on the Commitment Termination
Date (having at any time the meaning such term has at such time
under the Credit Agreement) of the Company, but not in
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excess of the Principal Amount of this bond, and
to pay interest thereon at the Interest Rate (as defined below)
until the principal hereof is paid or duly made available for
payment on the Commitment Termination Date or in the event of
redemption of this bond, until the redemption date.
Interest on this bond shall be
payable on each Interest Payment Date (as defined below),
commencing on the first Interest Payment Date next succeeding the
date of this bond. If the Commitment Termination Date falls on a
day which is not a Business Day, as defined below, principal and
any interest and/or fees payable with respect to the Commitment
Termination Date will be paid on the next succeeding Business Day.
The interest payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions
provided in the Supplemental Indenture dated as of June 15,
2009, hereinafter referred to, be paid to the person in whose name
this bond (or one or more predecessor bonds) is registered at the
close of business on the Record Date (as defined below);
provided, however , that interest payable on the Commitment
Termination Date will be payable to the person to whom the
principal hereof shall be payable. Should the Company default in
the payment of interest (“ Defaulted Interest
”), the Defaulted Interest shall be paid to the person in
whose name this bond is registered on the Record Date to be
established by the Trustee for payment of such Defaulted Interest.
As used herein, (i) “ Business Day ” shall
have the meaning assigned thereto in the Credit Agreement;
(ii) “ Interest Payment Date ” shall mean
each date on which Company Obligations constituting interest and/or
fees are due and payable from time to time pursuant to the Credit
Agreement; (iii) “ Interest Rate ” shall
mean a rate of interest per annum, adjusted as necessary, to result
in an interest payment equal to the aggregate amount of Company
Obligations constituting interest and fees of the Company due under
the Credit Agreement on the applicable Interest Payment Date; and
(iv) “ Record Date ” with respect to any
Interest Payment Date shall mean the day (whether or not a Business
Day) immediately next preceding such Interest Payment
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 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.
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 National Association (formerly 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 Edmond B.
Stofft, as Trustees, and the various indentures supplemental
thereto, including the Supplemental Indenture pursuant to which
$135,000,000 in aggregate principal amount of the First Mortgage
Bonds, 2009 Credit Agreement Series (the “ 2009 Credit
Agreement Series Bonds ”) 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 National Association and Richard
Prokosch, of the City of Oakdale, Washington County, State of
Minnesota (successor Co-Trustee), being now the Trustees under the
Indenture. Reference to
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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.
The 2009 Credit Agreement Series
Bonds are to be issued and delivered to the Agent in order to
evidence and secure the obligations of the Company under the Credit
Agreement to make payments to the Lenders under the Credit
Agreement and to provide the Lenders the benefit of the lien of the
Indenture with respect to the 2009 Credit Agreement Series
Bonds.
The obligation of the Company to
make payments with respect to principal under the Credit Agreement
shall not give rise to an obligation to pay principal of the 2009
Credit Agreement Series Bonds except on the Commitment Termination
Date of the Company or upon redemption hereof. If at any time any
permanent reduction of the Borrower Sublimit (as defined in the
Credit Agreement) of the Company or the Borrower Credit Exposure
(as defined in the Credit Agreement) of the Company shall result in
the principal of the 2009 Credit Agreement Series Bonds being
greater than the greater of the Borrower Sublimit and the Borrower
Credit Exposure, a payment obligation with respect to the principal
of the 2009 Credit Agreement Series Bonds in the amount of such
excess shall be deemed discharged upon the effectiveness of such
permanent reduction. No payment of principal under the Credit
Agreement shall reduce the principal amount of the 2009 Credit
Agreement Series Bonds to an amount less than the greater of the
Borrower Sublimit and the Borrower Credit Exposure.
The obligation of the Company to
make payments with respect to the interest on the 2009 Credit
Agreement Series Bonds shall be fully or partially, as the case may
be, satisfied and discharged to the extent that, at the time that
any such payment shall be due, the then due interest and/or fees of
the Company under the Credit Agreement shall have been fully or
partially paid. Satisfaction of any obligation to the extent that
payment is made with respect to the interest and/or fees of the
Company under the Credit Agreement means that if any payment is
made on the interest and/or fees of the Company under the Credit
Agreement, a corresponding payment obligation with respect to the
interest on the 2009 Credit Agreement Series Bonds shall be deemed
discharged in the same amount as such payment made on the interest
and/or fees of the Company under the Credit Agreement.
The Trustee may at any time and all
times conclusively assume that the obligation of the Company to
make payments with respect to the principal of and interest on the
2009 Credit Agreement Series Bonds, so far as such payments at the
time have become due, has been fully satisfied and discharged
pursuant to the foregoing paragraphs unless and until the Trustee
shall have received a written notice from the Agent stating
(i) that timely payment of principal of or interest on the
2009 Credit Agreement Series Bonds has not been made,
(ii) that the Company is in arrears as to the payments
required to be made by it to the Agent in connection with the
Company Obligations pursuant to the Credit Agreement, and
(iii) the amount of the arrearage.
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This bond is not redeemable except
upon written demand of the Agent following the occurrence of a
Default by the Company under the Credit Agreement and the
acceleration of the Company Obligations, as provided under the
Credit Agreement.
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.
This bond shall not be assignable or
transferable except to a successor Agent appointed in accordance
with the Credit Agreement. 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 2009 Credit Agreement Series for a period of
ten (10) days next preceding an Interest Payment Date with
respect to such bonds.
The Agent shall surrender this bond
to the Trustee when each of the Borrower Sublimit and the Borrower
Credit Exposure have been reduced to zero and all fees and other
amounts payable by the Company pursuant to the Credit Agreement
with respect to the Company Obligations shall have been duly
paid.
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.
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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.
