CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
First Mortgage Bonds, Medium-Term Note Series
AMENDMENT TO
DISTRIBUTION AGREEMENT
March 18, 1997
SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
FIRST CHICAGO CAPITAL MARKETS, INC.
One First National Plaza
Chicago, Illinois 60670
MORGAN STANLEY & CO. INCORPORATED
1251 Avenue of the Americas
New York, New York 10020
Dear Sirs:
Central Illinois Public Service Company, an Illinois corporation, (the
"Company"), and each of you have entered into a Distribution Agreement,
dated June 1, 1995 (the "Agreement"), with respect to the issue and sale by
the Company of the Medium-Term Notes described therein (the "Notes").
Because the Company has filed a registration statement with the Securities
and Exchange Commission for the sale of additional Bonds under the
Agreement and because First Trust National Association has succeeded to the
trustee's duties under the Indenture, the parties hereto desire to amend
the Agreement as set forth below. Terms used and not otherwise defined
herein have the meanings set forth in the Agreement.
1. The Agreement is amended as follows:
(a) The introductory paragraphs are hereby deleted in their entirety
and replaced with the following:
Central Illinois Public Service Company, an Illinois
corporation (the "Company"), confirms its agreement with
Smith Barney Inc., First Chicago Capital Markets, Inc. and
Morgan Stanley & Co. Incorporated (and any other agent who
becomes a party hereto as specified in Section 1(a)) (each
referred to as an "Agent" and collectively referred to as
the "Agents") with respect to the issue and sale by the
Company of its First Mortgage Bonds, Medium-Term Note
Series described herein (the "Bonds"). The Bonds will be
issued under the Indenture of Mortgage or Deed of Trust
dated October 1, 1941, executed by the Company to First
Trust National Association, Chicago, Illinois, as
successor trustee (the "Trustee") and an individual
successor co-trustee (collectively, the "Trustees"), as
previously supplemented and amended by supplemental trust
indentures and as to be further supplemented and amended
by a supplemental trust indenture relating to each series
of Bonds (such Indenture of Mortgage or Deed of Trust as
so supplemented and amended and as to be so supplemented
and amended is referred to as the "Indenture"). Each
series of Bonds shall have the maturity date or dates,
interest rate or rates, and, if any, optional and
mandatory redemption provisions and other terms set forth
in the Prospectus referred to below as it may be amended
or supplemented from time to time. Each series of Bonds
will be issued, and the terms and rights thereof
established, from time to time by the Company in
accordance with the Indenture. As of March 18, 1997, the
Company has authorized the issuance and sale of up to
$145,000,000 aggregate principal amount of Bonds (of which
$20,000,000 has been issued as of the date of this
Amendment) through the Agents pursuant to the terms of
this Agreement (subject to the Company establishing the
terms of such Bonds or required by the Indenture). It is
understood, however, that the Company may from time to
time authorize the issuance of additional Bonds and that
such additional Bonds may be sold through or to the Agents
pursuant to the terms of this Agreement, all as though the
issuance of such Bonds were authorized as of the date
hereof.
This Agreement provides both for the sale of Bonds by
the Company directly to purchasers, in which case the
Agents will act as agents of the Company in soliciting
Bond purchases, and (as may from time to time be agreed to
by the Company and the applicable Agent) to an Agent as
principal for resale to purchasers.
The Company has filed with the Securities and
Exchange Commission (the "SEC") registration statements on
Form S-3 (No. 33-56063 and No. 333-18473) for the
registration of debt securities and preferred stock,
including the Bonds, under the Securities Act of 1933, as
amended (the "1933 Act"), and the offering thereof from
time to time in accordance with Rule 415 of the rules and
regulations of the SEC under the 1933 Act (the "1933 Act
Regulations"). Such registration statements have been
declared effective by the SEC. Such registration
statements (and any further registration statements which
may be filed by the Company for the purpose of registering
additional Bonds and in connection with which this
Agreement is included or incorporated by reference as an
exhibit) and the prospectus constituting a part thereof,
and any prospectus supplements relating to the Bonds
(including supplements filed pursuant to Rule 424(b)(3) of
the 1933 Act Regulations), including all documents
incorporated therein by reference, as from time to time
amended or supplemented by the filing of documents
pursuant to the Securities Exchange Act of 1934 (the "1934
Act") or the 1933 Act or otherwise, are referred to herein
as the "Registration Statement" and the "Prospectus",
respectively, except that if any revised prospectus shall
be provided to the Agents by the Company for use in
connection with the offering of the Bonds which is not
required to be filed by the Company pursuant to Rule
424(b) of the 1933 Act Regulations, the term "Prospectus"
shall refer to such revised prospectus from and after the
time it is first provided to each Agent for such use.
(b) All references in the Agreement to "Bank of America Illinois"
shall be deemed to be references to "First Trust National
Association".
(c) All references in the Agreement to the "ICC Order" shall be
deemed to be references to the most recently obtained order or
orders authorizing the issuance of Bonds in a principal amount
not less than the then current amount of Bonds the Company
determines shall be authorized for sale under the Agreement.
If the foregoing is in accordance with the Agents' understanding of
this amendment to the Agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all counterparts
will become a binding agreement between the Agents and the Company in
accordance with its terms.
Very truly yours,
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By:
Name:
Title:
Accepted:
SMITH BARNEY INC.
By:
Name:
Title:
FIRST CHICAGO CAPITAL MARKETS, INC.
By:
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title: