Exhibit 4.2
When recorded mail to:
Craig W. Stensland
Central Illinois Light Company
One Ameren Plaza (MC 1310)
1901 Chouteau Avenue
St. Louis, Missouri 63103
Indenture
Between
Central Illinois Light
Company
and
Deutsche Bank Trust Company
Americas,
as successor Trustee under Indenture
of Mortgage and Deed of Trust, dated as of April 1, 1933,
between Illinois Power Company and Bankers Trust Company
(predecessor of Deutsche Bank Trust Company Americas), as Trustee,
as amended and supplemented by Indenture between the same parties,
dated as of June 30, 1933, and as amended, supplemented and
assumed by Indenture dated as of July 1, 1933, between Central
Illinois Light Company and Bankers Trust Company (predecessor of
Deutsche Bank Trust Company Americas), as Trustee, and as amended
and supplemented by various Indentures between the same parties
bearing subsequent dates.
Dated as of June 15,
2009
This instrument was prepared by
Steven R. Sullivan, Senior Vice President, General Counsel and
Secretary of Central Illinois Light Company, 300 Liberty Street,
Peoria, Illinois 61602, (314) 554-2098.
Indenture dated as of the 15
th day of June, 2009 (hereinafter sometimes
referred to as this “Supplemental Indenture”), between
Central Illinois Light Company, a corporation of the State of
Illinois (hereinafter sometimes referred to as the
“Company”), party of the first part, and Deutsche Bank
Trust Company Americas, a corporation of the State of New York, as
successor Trustee (hereinafter sometimes referred to as the
“Trustee”), party of the second part, under the
Indenture of Mortgage and Deed of Trust between Illinois Power
Company and Bankers Trust Company (predecessor of Deutsche Bank
Trust Company Americas), as Trustee, dated as of April 1,
1933, as amended and supplemented by Indenture between said
Illinois Power Company and said Bankers Trust Company (predecessor
of Deutsche Bank Trust Company Americas), dated as of June 30,
1933, and as amended, supplemented and assumed by Indenture between
the Company and said Bankers Trust Company (predecessor of Deutsche
Bank Trust Company Americas), dated as of July 1, 1933, and as
amended and supplemented by various Indentures between the Company
and said Bankers Trust Company (predecessor of Deutsche Bank Trust
Company Americas) bearing subsequent dates (said Indenture of
Mortgage and Deed of Trust as amended, supplemented and assumed
being hereinafter sometimes referred to as the
“Indenture”).
WHEREAS, the Indenture provides for
the issuance of bonds thereunder in one or more series, the form of
which series of bonds to be substantially in the form set forth
therein with such insertions, omissions and variations as the Board
of Directors of the Company may determine; and
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 Public Service
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, by appropriate corporate action in conformity with the
terms of the Indenture, has duly determined to create a series of
bonds under the Indenture to be designated as “First Mortgage
Bonds, 2009 Credit Agreement Series” (hereinafter sometimes
referred to as the “bonds of the 2009 Credit Agreement
Series”), the bonds of which series are to be issued as
registered bonds without coupons and are to bear interest as
specified in the form of bond of the 2009 Credit Agreement Series
set forth below and are to mature, subject to prior acceleration
and redemption, on the Commitment Termination Date (as such term is
defined in the Credit Agreement); 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
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WHEREAS, the definitive registered
bonds without coupons of the 2009 Credit Agreement Series (certain
of the provisions of which may be printed on the reverse side
thereof) and the Trustee’s certificate of authentication to
be borne by such bonds are to be substantially in the following
forms, respectively:
[General Form of Registered Bond
of the 2009 Credit Agreement Series]
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 LIGHT
COMPANY
First Mortgage Bond, 2009 Credit
Agreement Series
Illinois Commerce
Commission
Identification No.: Ill. C.C. [
]
Central Illinois Light Company, a
corporation of the State of Illinois (hereinafter called the
“Company”), for value received, hereby promises to pay
to JPMorgan Chase Bank, N.A., as 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 Public Service Company and Illinois Power Company,
as borrowers, the lenders from time to time party thereto (the
“Lenders”) and the 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 amount of 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 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
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Record Date to be established by the Trustee for
payment of such Defaulted Interest. As used herein,
(1) “Business Day” shall have the meaning assigned
thereto in the Credit Agreement; (2) “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; (3) “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 (4) “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 of the Trustee hereinafter referred
to.
This bond is 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 this bond 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 this bond 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 this
bond, 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 (1) that timely payment of principal of
or interest on this bond has not been made, (2) 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 (3) the amount of the
arrearage.
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This bond is one of an issue of
bonds of the Company, issuable in series, and is one of a series
known as its First Mortgage Bonds of the series designated in its
title, all issued and to be issued under and equally secured
(except as to any sinking fund established in accordance with the
provisions of the Mortgage (defined below) for the bonds of any
particular series) by an Indenture of Mortgage and Deed of Trust
dated as of April 1, 1933, executed by Illinois Power Company
to Bankers Trust Company (predecessor of Deutsche Bank Trust
Company Americas) or its successor (hereinafter sometimes referred
to as the “Trustee”) as Trustee, as amended by
Indenture dated as of June 30, 1933, as assumed by the Company
and as amended and supplemented by Indentures between the Company
and the Trustee bearing subsequent dates, including the Indenture
dated as of June 15, 2009 (all of which indentures are herein
collectively called the “Mortgage”), to which reference
is made for a description of the property mortgaged and pledged,
the nature and extent of the security, the rights of the holders of
the bonds in respect thereof and the terms and conditions upon
which the bonds are secured.
As more fully described in the
Indenture, the rights and obligations of the Company and the rights
of the bondholders may be modified with the consent of the holders
of not less than 60% in principal amount of the bonds adversely
affected; provided, however , that no modification shall
(1) extend the time, or reduce the amount, of any payment on
any bond, without the consent of the holder of each bond so
affected, (2) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the Mortgage,
without the consent of the holders of all bonds then outstanding,
or (3) reduce the above percentage of the principal amount of
bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then
outstanding.
The principal hereof may be declared
or may become due on the conditions, with the effect, in the manner
and at the time set forth in the Mortgage, upon the occurrence of a
completed default as in the Mortgage provided.
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 under the Credit
Agreement.
In the manner and upon payment of
the charges prescribed in the Mortgage, registered bonds without
coupons of this series may be exchanged for a like aggregate
principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, to the Trustee at its principal office
in the Borough of Manhattan, The City of New York, New
York.
This bond shall not be assignable or
transferable except to a successor Agent appointed in accordance
with the Credit Agreement. Subject to the restriction on transfer
of this bond hereinbefore set forth, this bond is transferable as
prescribed in the Mortgage by the registered owner hereof in
person, or by his duly authorized attorney, at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
New York, upon surrender and cancellation of this bond, and,
thereupon, a new fully registered bond of the same series for a
like
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principal amount will be issued to the
transferee in exchange therefor as provided in the Mortgage, and
upon payment, if the Company shall require it, of the charges
therein prescribed; provided, that the Company shall not be
required to exchange any bonds of this 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 of the Company 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.
No recourse shall be had for the
payment of the principal of or interest on this bond against any
incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or
of any predecessor or successor corporation, either directly or
through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors
being released by the holder or owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Mortgage.
This bond shall not become
obligatory until Deutsche Bank Trust Company Americas, the Trustee
under the Mortgage, or its successor thereunder, shall have signed
the form of certificate endorsed hereon.
IN WITNESS WHEREOF, Central Illinois
Light Company has caused this bond to be signed in its name by its
President or a Vice President by a facsimile of his signature and a
facsimile of its corporate seal to be printed hereon, attested by
its Secretary or an Assistant Secretary by a facsimile of his
signature.
