Exhibit 4.6
When Recorded
Mail to:
Illinois Power
Company
Craig W.
Stensland
One Ameren
Plaza (MC 1310)
1901 Chouteau
Avenue
St. Louis, MO
63103
ILLINOIS POWER COMPANY
TO
BNY MIDWEST TRUST
COMPANY,
AS SUCCESSOR TRUSTEE TO
HARRIS TRUST AND SAVINGS
BANK
SUPPLEMENTAL INDENTURE
DATED AS OF
MARCH 1, 2007
TO
GENERAL MORTGAGE INDENTURE AND DEED
OF TRUST
DATED AS OF NOVEMBER 1,
1992
This instrument
was prepared by Steven R. Sullivan, Senior Vice President, General
Counsel and Secretary of Illinois Power Company c/o Ameren
Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis,
Missouri 63103.
SUPPLEMENTAL INDENTURE dated as of March 1, 2007
(“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 BNY MIDWEST TRUST COMPANY, a
corporation organized and existing under the laws of the State of
Illinois, as successor trustee to Harris 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 as from time to time amended (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
Mortgage Bonds of the series issued thereunder and respectively
identified opposite such dates:
|
DATE OF
SUPPLEMENTAL INDENTURE
|
IDENTIFICATION OF
SERIES
|
CALLED
|
|
February 15,
1993
|
8% Series due
2023 (redeemed)
|
Bonds of the
2023 Series
|
|
March 15,
1993
|
6 1/8% Series
due 2000 (paid at
maturity)
|
Bonds of the
2000 Series
|
|
March 15,
1993
|
6 3/4% Series
due 2005 (paid at
maturity)
|
Bonds of the
2005 Series
|
|
July 15,
1993
|
7 1/2% Series
due 2025 (redeemed)
|
Bonds of the
2025 Series
|
|
August 1,
1993
|
6 1/2% Series
due 2003 (paid at
maturity)
|
Bonds of the
2003 Series
|
|
October 15,
1993
|
5 5/8% Series
due 2000 (paid at
maturity)
|
Bonds of the
Second
2000
Series
|
|
November 1,
1993
|
Pollution
Control Series M
(redeemed)
|
Bonds of the
Pollution
Control Series
M
|
|
November 1,
1993
|
Pollution
Control Series N
(redeemed)
|
Bonds of the
Pollution
Control Series
N
|
|
November 1,
1993
|
Pollution
Control Series O
(redeemed)
|
Bonds of the
Pollution
Control Series
O
|
|
DATE OF
SUPPLEMENTAL INDENTURE
|
IDENTIFICATION OF
SERIES
|
CALLED
|
|
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 (paid at
maturity)
|
Bonds of the
2002 Series
|
|
September 15,
1998
|
6% Series due
2003 (paid at
maturity)
|
Bonds of the
Second
2003
Series
|
|
June 15,
1999
|
7.50% Series
due 2009
|
Bonds of the
2009 Series
|
|
July 15,
1999
|
Pollution
Control Series U
|
Bonds of the
Pollution
Control Series
U
|
|
July 15,
1999
|
Pollution
Control Series V
(redeemed)
|
Bonds of the
Pollution
Control Series
V
|
|
May 1,
2001
|
Pollution
Control Series W
|
Bonds of the
Pollution
Control Series
W
|
|
May 1,
2001
|
Pollution
Control Series X
|
Bonds of the
Pollution
Control Series
X
|
|
July 1,
2002
|
10 5/8% Series
due 2007 (not
issued)
|
Bonds of the
2007 Series
|
|
July 1,
2002
|
10 5/8% Series
due 2012 (not
issued)
|
Bonds of the
2012 Series
|
|
December 15,
2002
|
11.50% Series
due 2010
|
Bonds of the
2010 Series
|
|
June 1,
2006
|
Mortgage Bonds,
Senior Notes
Series
AA
|
Bonds of Series
AA
|
|
August 1,
2006
|
Mortgage Bonds,
2006 Credit
Agreement
Series Bonds
|
2006 Credit
Agreement
Series
Bonds
|
and
WHEREAS, a supplemental indenture with respect
to the Bonds of the 2007 Series and the Bonds of the 2012 Series
listed above was executed and filed but such Bonds of the 2007
Series and Bonds of the 2012 Series were never issued and a release
with respect to such supplemental indenture was subsequently
executed and filed; and
WHEREAS, the Company has entered into a Credit
Agreement, dated as of February 9, 2007 (as amended or otherwise
modified from time to time, the “Credit Agreement”) by
and among the Company, Central Illinois Light Company, Central
Illinois Public Service Company, AmerenEnergy Resources Generating
Company and CILCORP Inc., 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 desires
to create a new series of Bonds to be issued under the Indenture to
be known as Mortgage Bonds, 2007 Credit Agreement Series (the
“2007 Credit Agreement Series Bonds”); and
WHEREAS, the 2007 Credit Agreement Series Bonds
shall be issued to the Agent as evidence of and security for the
Company Obligations under the Credit Agreement; 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 this
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 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 2007 CREDIT
AGREEMENT SERIES BONDS.
SECTION 1. The Company hereby creates a new series of Bonds
to be known as “2007 Credit Agreement Series Bonds.”
The 2007 Credit Agreement Series Bonds shall be executed,
authenticated and delivered in accordance with the provisions of,
and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture, as supplemented and
modified. The 2007 Credit Agreement Series Bonds shall be issued
only to and in the name of the Agent under the Credit Agreement to
evidence and secure any and all Company Obligations under the
Credit Agreement.
The 2007 Credit Agreement Series Bonds shall be
dated as of the Interest Payment Date (as defined below) 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 date of original issuance.
The 2007 Credit Agreement Series Bonds shall be
issued in the aggregate principal amount of $200,000,000 and shall
mature on the Maturity Date (having at any time the meaning such
term has at such time under the Credit Agreement) applicable to the
Company.
The 2007 Credit Agreement Series Bonds shall
bear interest from their date as set forth in the form thereof
hereinafter recited. Interest on the 2007 Credit Agreement Series
Bonds shall be payable on each Interest Payment Date (defined
below), commencing on the first Interest Payment Date next
succeeding the date of the 2007 Credit Agreement Series Bonds.
Payment of principal on the 2007 Credit Agreement Series Bonds
shall be due on the Maturity Date. If the Maturity Date falls on a
day which is not a Business Day, as defined below, principal and
any interest and/or fees payable by the Company with respect to the
Maturity Date will be paid on the next succeeding Business
Day.
Both the principal of and the interest on the
2007 Credit Agreement Series Bonds shall be payable at the times
and in the manner set forth in the form of bond set out herein and
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.
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 2007 Credit Agreement
Series Bonds except on the Maturity Date of the Company or upon
redemption as provided in this Supplemental Indenture. 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 2007 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 2007 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 2007 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 2007 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 2007 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 2007
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 2007 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.
As used herein, (A) “Business Day”
shall have the meaning assigned thereto in the Credit Agreement;
(B) “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; (C)
“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 (D) “Record Dat
e ” with respect to any Interes