Exhibit 4.3
W HEN R ECORDED M AIL TO :
Illinois Power Company
Craig W. Stensland
One Ameren Plaza (MC 1310)
1901 Chouteau Avenue
St. Louis, Missouri 63103
ILLINOIS POWER COMPANY
TO
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
formerly
BNY Midwest Trust Company, As Successor Trustee
To Harris Trust And Savings Bank
SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 15, 2009
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
June 15, 2009 (“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 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., a national banking
corporation, formerly 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 and supplemented (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:
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DATE OF
SUPPLEMENTAL INDENTURE
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IDENTIFICATION OF
SERIES
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CALLED
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February 15, 1993
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8% Series due
2023 (redeemed)
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Bonds of the
2023 Series
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March 15,
1993
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6 1/8% Series
due 2000 (paid at maturity)
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Bonds of the
2000 Series
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March 15,
1993
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6 3/4% Series
due 2005 (paid at maturity)
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Bonds of the
2005 Series
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July 15,
1993
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7 1/2% Series
due 2025 (redeemed)
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Bonds of the
2025 Series
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August 1,
1993
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6 1/2% Series
due 2003 (paid at maturity)
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Bonds of the
2003 Series
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October 15, 1993
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5 5/8% Series
due 2000 (paid at maturity)
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Bonds of the
Second 2000 Series
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November 1, 1993
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Pollution
Control Series M (redeemed)
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Bonds of the
Pollution Control Series M
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November 1, 1993
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Pollution
Control Series N (redeemed)
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Bonds of the
Pollution Control Series N
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November 1, 1993
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Pollution
Control Series O (redeemed)
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Bonds of the
Pollution Control Series O
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DATE OF
SUPPLEMENTAL INDENTURE
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IDENTIFICATION OF
SERIES
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CALLED
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April 1,
1997
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Pollution
Control Series P
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Bonds of the
Pollution Control Series P
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April 1,
1997
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Pollution
Control Series Q
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Bonds of the
Pollution Control Series Q
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April 1,
1997
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Pollution
Control Series R
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Bonds of the
Pollution Control Series R
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March 1,
1998
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Pollution
Control Series S
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Bonds of the
Pollution Control Series S
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March 1,
1998
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Pollution
Control Series T
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Bonds of the
Pollution Control Series T
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July 15,
1998
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6 1/4% Series
due 2002 (paid at maturity)
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Bonds of the
2002 Series
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September 15,
1998
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6% Series due
2003 (paid at maturity)
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Bonds of the
Second 2003 Series
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June 15,
1999
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7.50% Series
due 2009
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Bonds of the
2009 Series
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July 15,
1999
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Pollution
Control Series U
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Bonds of the
Pollution Control Series U
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July 15,
1999
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Pollution
Control Series V (redeemed)
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Bonds of the
Pollution Control Series V
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May 1,
2001
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Pollution
Control Series W
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Bonds of the
Pollution Control Series W
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May 1,
2001
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Pollution
Control Series X
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Bonds of the
Pollution Control Series X
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July 1,
2002
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10 5/8% Series
due 2007 (not issued)
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Bonds of the
2007 Series
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July 1,
2002
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10 5/8% Series
due 2012 (not issued)
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Bonds of the
2012 Series
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December 15,
2002
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11.50% Series
due 2010
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Bonds of the
2010 Series
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June 1,
2006
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Mortgage Bonds,
Senior Notes Series AA
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Bonds of Series
AA
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August 1,
2006
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Mortgage Bonds,
2006 Credit Agreement Series Bonds (redeemed)
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2006 Credit
Agreement Series Bonds
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March 1,
2007
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Mortgage Bonds,
2007 Credit Agreement Series Bonds (redeemed)
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2007 Credit
Agreement Series Bonds
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November 15,
2007
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Mortgage Bonds,
Senior Notes Series BB
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Bonds of Series
BB
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April 1,
2008
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Mortgage Bonds,
Senior Notes Series CC
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Bonds of Series
CC
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October 1,
2008
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Mortgage Bonds,
Senior Notes Series DD
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Bonds of Series
DD
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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 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
Central Illinois Public Service 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 desires to create a new series of Bonds to be issued under
the Indenture to be known as Mortgage Bonds, 2009 Credit Agreement
Series (the “2009 Credit Agreement Series Bonds”);
and
WHEREAS, the 2009 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
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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 2009 CREDIT
AGREEMENT SERIES BONDS.
SECTION 1. The Company hereby
creates a new series of Bonds to be known as “2009 Credit
Agreement Series Bonds.” The 2009 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
amended and supplemented. The 2009 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 2009 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 2009 Credit Agreement Series
Bonds shall be issued in the aggregate principal amount of
$350,000,000 and shall mature on the Commitment Termination Date
(having at any time the meaning such term has at such time under
the Credit Agreement) applicable to the Company.
The 2009 Credit Agreement Series
Bonds shall bear interest from their date as set forth in the form
thereof hereinafter recited. Interest on the 2009 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 2009 Credit Agreement Series Bonds.
Payment of principal on the 2009 Credit Agreement Series Bonds
shall be due on the
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Commitment Termination Date. 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 by
the Company with respect to the Commitment Termination Date will be
paid on the next succeeding Business Day.
Both the principal of and the
interest on the 2009 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 2009
Credit Agreement Series Bonds except on the Commitment Termination
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 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