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SUPPLEMENTAL INDENTURE

Indenture Agreement

SUPPLEMENTAL INDENTURE | Document Parties: CILCORP INC | ILLINOIS POWER COMPANY | BNY MIDWEST TRUST COMPANY, You are currently viewing:
This Indenture Agreement involves

CILCORP INC | ILLINOIS POWER COMPANY | BNY MIDWEST TRUST COMPANY,

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Title: SUPPLEMENTAL INDENTURE
Governing Law: Illinois     Date: 3/14/2007

SUPPLEMENTAL INDENTURE, Parties: cilcorp inc , illinois power company , bny midwest trust company
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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

 

 

2


 

 

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

 

3


 

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

 

 

4


 

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


 
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