Executed in 100 Counterparts, No. .
SUPPLEMENTAL INDENTURE
DATED JUNE 1, 1997
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
TO
FIRST TRUST NATIONAL ASSOCIATION
and F. SGARAGLINO,
AS TRUSTEES
(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED
OCTOBER 1, 1941, EXECUTED BY CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND
EDMOND B. STOFFT, AS TRUSTEES)
(PROVIDING FOR FIRST MORTGAGE BONDS,
MEDIUM-TERM NOTE SERIES 1997-2, DUE 2001, 2006 and 2017)
This instrument was prepared by William J. Harmon, of
Jones, Day, Reavis & Pogue, 77 West Wacker, Suite 3500,
Chicago, Illinois 60601-1692
THIS SUPPLEMENTAL INDENTURE, dated June 1, 1997, made and entered
into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation
organized and existing under the laws of the State of Illinois (hereinafter
commonly referred to as the "Company"), and FIRST TRUST NATIONAL
ASSOCIATION (formerly First Trust of Illinois, National Association,
successor trustee to Bank of America Illinois, formerly Continental Bank,
formerly Continental Bank, National Association and formerly Continental
Illinois National Bank and Trust Company of Chicago), a national banking
association having its office or place of business in the City of Chicago,
Cook County, State of Illinois (hereinafter commonly referred to as the
"Trustee"), and F. Sgaraglino (successor Co-Trustee), of the City of
Chicago, Cook County, State of Illinois, as Trustees under the Indenture of
Mortgage or Deed of Trust dated October 1, 1941, heretofore executed and
delivered by the Company to Continental Illinois National Bank and Trust
Company of Chicago and Edmond B. Stofft, as Trustees, as amended by the
Supplemental Indentures dated, respectively, September 1, 1947, January 1,
1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958,
January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967,
April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1,
1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976,
October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986,
May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995
and March 15, 1997, heretofore executed and delivered by the Company to the
Trustees under said Indenture of Mortgage or Deed of Trust dated October 1,
1941; said Indenture of Mortgage or Deed of Trust dated October 1, 1941, as
amended by said Supplemental Indentures, being hereinafter sometimes
referred to as the "Indenture"; and said First Trust National Association
and F. Sgaraglino, as such Trustees, being hereinafter sometimes referred
to as the "Trustees" or the "Trustees under the Indenture"; WITNESSETH:
WHEREAS, the Company has determined, by resolutions duly adopted
by its Board of Directors and/or the Executive Committee thereof, to issue
bonds of an additional series under and to be secured by the Indenture, as
hereby amended, to be known and designated as First Mortgage Bonds, Medium-
Term Note Series 1997-2 (hereinafter sometimes referred to as the "bonds of
Series 1997-2" or the "bonds of said Series"), and the bonds of said Series
shall be authorized, authenticated and issued only as registered bonds
without coupons, and to execute and deliver this supplemental indenture,
pursuant to the provisions of Article I, as amended, Section 6 of
Article II and Article XVI of the Indenture, for the purpose of
(1) creating and authorizing not to exceed $80,000,000 aggregate principal
amount of bonds of Series 1997-2 and setting forth the form, terms,
provisions and characteristics thereof, and (2) modifying or amending
certain provisions of the Indenture in the particulars and to the extent
hereinafter specifically provided; and
WHEREAS, the execution and delivery of the Company of this
supplemental indenture have been duly authorized by the Board of Directors
of the Company and/or the Executive Committee thereof; and the Company has
requested, and hereby requests, the Trustees to enter into and join with
the Company in the execution and delivery of this supplemental indenture;
and
WHEREAS, the bonds of Series 1997-2 are to be authorized,
authenticated and issued only in the form of registered bonds without
coupons, and each of the bonds of Series 1997-2 and the certificate of the
Trustee thereon shall be substantially in the following form, to wit:
[form of bond]
No._______ $______
Illinois Commerce Commission ID Number 5994
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
First Mortgage Bond, Medium-Term Note Series 1997-2
Original
Issue Dated Maturity
Date Date Date CUSIP
-------- ----- -------- -----
* *
Interest Initial
Interest Payment Record Optional
Rate Dates Dates Redemption Date
-------- -------- ------ ---------------
*% June 1 May 15
December 1 November 15 *
REGISTERED OWNER
PRINCIPAL AMOUNT DOLLARS
* To be completed in accordance with the terms of Section 1 of Article I
hereof.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has
an interest herein.
Central Illinois Public Service Company, an Illinois corporation
(hereinafter referred to as the "Company"), for value received, hereby
promises to pay to the Registered Owner specified above, or registered
assigns, the Principal Amount specified above on the Maturity Date
specified above, and to pay to the Registered Owner interest on said sum
from the Dated Date hereof, at the Interest Rate specified above, payable
half-yearly on the Interest Payment Dates specified above, until said
principal sum is paid. The interest so payable on any Interest Payment
Date will be paid, subject to certain exceptions provided in the
Supplemental Indenture dated June 1, 1997, hereinafter referred to, to the
Registered Owner at the close of business of the Trustee on the immediately
preceding Record Date. Both the principal of and the interest on this bond
shall be payable at the office or agency of the Company in the City of
Chicago, State of Illinois, 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, or, at the option of the Registered Owner, in like coin or currency,
at the office or agency of the Company in the Borough of Manhattan, City of
New York, State of New York. At the option of the Company, interest on
this bond may be paid by check mailed on the Interest Payment Date to the
Registered Owner.
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY, ANOTHER
NOMINEE OF THE DEPOSITARY, A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR.
This bond is one of the bonds issued and to be issued from time
to time under and in accordance with and all secured by the indenture of
mortgage or deed of trust dated October 1, 1941, executed and delivered by
the Company to First Trust National Association (formerly First Trust of
Illinois, National Association, successor trustee to Bank of America
Illinois, formerly Continental Bank, formerly Continental Bank, National
Association and formerly Continental Illinois National Bank and Trust
Company of Chicago and hereinafter referred to as the "Trustee") and Edmond
B. Stofft, as Trustees, and the various indentures supplemental thereto,
including the Supplemental Indenture dated June 1, 1997 pursuant to which
$80,000,000 in aggregate principal amount of the First Mortgage Bonds,
Medium-Term Note Series 1997-2 are authorized, each executed and delivered
by the Company to the Trustees under said indenture of mortgage or deed of
trust dated October 1, 1941, prior to the authentication of this bond (said
indenture of mortgage or deed of trust and said supplemental indentures
being hereinafter referred to, collectively, as the "Indenture"); and said
First Trust National Association and F. Sgaraglino (successor Co-Trustee)
being now the Trustees under the Indenture. Reference to the Indenture and
to all supplemental indentures, if any, hereafter executed pursuant to the
Indenture is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security and the rights of the
holders and Registered Owners of said bonds and of the Trustees and of the
Company in respect of such security. By the terms of the Indenture the
bonds to be secured thereby are issuable in series, which may vary as to
date, amount, date of maturity, rate of interest, redemption provisions,
medium of payment and in other respects as in the Indenture provided. Of
the bonds of Series 1997-2, $20,000,000 mature on June 1, 2001, $20,000,000
mature on June 1, 2006 and $40,000,000 mature on June 1, 2017. [The bonds
of Series 1997-2 maturing June 1, [2001] [2006], of which this is one, are
not subject to redemption.]* [At the option of the Company and upon 30
days' notice by first-class mail and with the effect provided in Article V
of the Indenture, bonds of Series 1997-2 maturing June 1, 2017, of which
this is one, may be redeemed on and after the Initial Optional Redemption
Date specified above, as a whole at any time, or in part from time to time,
at the redemption price, expressed as a percentage of the principal amount
of the bonds hereinafter stated under "Redemption Price," in effect at the
date fixed for redemption, together with accrued interest to such date on
the bonds to be redeemed:
If redeemed If redeemed
during the during the
12 months 12 months
beginning Redemption beginning Redemption
June 1 Price June 1 Price
__________ __________ ________ __________
(The redemption prices set forth in Article I of this supplemental
indenture are incorporated in and made a part of this form of bond by
reference thereto and shall be inserted at this point in each such bond.)]**
In case of certain events of default specified in the Indenture,
the principal of this bond may be declared or may become due and payable in
the manner and with the effect provided in the Indenture. No recourse
shall be had for the payment of the principal of or interest on this bond,
or for any claim based hereon, or otherwise in respect hereof or of the
Indenture or any indenture supplemental thereto, to or against any
incorporator, stockholder, officer or director, past, present or future, of
the Company, or of any predecessor or successor corporation, either
directly or
______________________
* Applicable only to Series 1997-2 Bonds maturing June 1, 2001 and June 1,
2006.
** Applicable only to Series 1997-2 Bonds maturing June 1, 2017.
through the Company, or such predecessor or successor corporation, under
any constitution or statute or rule of law, or by the enforcement of any
assessment, penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers being waived and released by the
Registered Owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture. This bond is
transferable by the Registered Owner hereof, in person or by attorney duly
authorized, at the principal office or place of business of the Trustee
under the Indenture, upon the surrender and cancellation of this bond and
the payment of any stamp tax or other governmental charge, and upon any
such transfer a new registered bond or bonds without coupons, of the same
series and maturity and for the same aggregate principal amount, will be
issued to the transferee in exchange herefore; provided, that the Company
shall not be required [(a) to register, transfer or exchange any bonds of
Series 1997-2 maturing June 1, 2017 during a period beginning at the
opening of business on the tenth business day next preceding any selection
of bonds of Series 1997-2 maturing June 1, 2017 to be redeemed and ending
at the close of business on the day on which the applicable notice of
redemption is given, (b) to register, transfer or exchange any bonds of
Series 1997-2 maturing June 1, 2017 selected, called or being called for
redemption in whole or in part or ( c )]** to register, transfer or
exchange any bonds of Series 1997-2 for a period of ten (10) days next
preceding an Interest Payment Date with respect to bonds of said Series.
This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the Trustee's
Certificate endorsed hereon.
IN WITNESS WHEREOF, Central Illinois Public Service Company has
caused this bond to be executed in its name by the manual or facsimile
signature of its President or one of its Vice-Presidents, and its corporate
seal or a facsimile thereof to be affixed or imprinted hereon and attested
by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
President
ATTEST:
By
Secretary
_____________________
** Applicable only to Series 1997-2 Bonds maturing June 1, 2017.
This bond is one of the bonds of the series designated therein,
described in the within mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By
Authorized Officer
[end of form of bond]
NOW, THEREFORE, in consideration of the premises and of the sum of
One Dollar ($1.00) duly paid by the Trustees to the Company, and of other
good and valuable considerations, the receipt whereof is hereby
acknowledged, and for the purpose of further assuring to the Trustees under
the Indenture their title to, or lien upon, the property hereinafter
described, under and pursuant to the terms of the Indenture, as hereby
amended, and for the purpose of further securing the due and punctual
payment of the principal of and interest and the premium, if any, on all
bonds which have been heretofore or shall be hereafter issued under the
Indenture and indentures supplemental thereto and which shall be at any
time outstanding thereunder and secured thereby, and for the purpose of
securing the faithful performance and observance of all the covenants and
conditions set forth in the Indenture and/or in any indenture supplemental
thereto, the Company has given, granted, bargained, sold, transferred,
assigned, pledged, mortgaged, warranted the title to and conveyed, and by
these presents does give, grant, bargain, sell, transfer, assign, pledge,
mortgage, warrant the title to and convey unto FIRST TRUST NATIONAL
ASSOCIATION and F. SGARAGLINO, as Trustees under the Indenture as therein
provided, and their successors in the trusts thereby created, and to their
assigns, all the right, title and interest of the Company in and to any and
all premises, plants, property, leases and leaseholds, franchises, permits,
rights and powers, of every kind and description, real and personal, which
have been acquired by the Company through construction, purchase,
consolidation or merger, or otherwise, subsequent to January 1, 1997, and
which are owned by the Company at the date of the execution hereof,
together with the rents, issues, products and profits therefrom, excepting,
however, and there is hereby expressly reserved and excluded from the lien
and effect of the Indenture and of this supplemental indenture, all right,
title and interest of the Company, now owned, in and to (a) all cash,
bonds, shares of stock, obligations and other securities not deposited with
the Trustee or Trustees under the Indenture, and (b) all accounts and bills
receivable, judgments (other than for the recovery of real property or
establishing a lien or charge thereon or right therein) and chooses in
action not specifically assigned to and pledged with the Trustee or
Trustees under the Indenture, and (c) all personal property acquired or
manufactured by the Company for sale, lease, rental or consumption in the
ordinary course of business, and (d) the last day of each of the demised
terms created by any lease of property leased to the Company and under each
and every renewal of any such lease, the last day of each and every such
demised term being hereby expressly reserved to and by the Company, and
(e) all gas, oil and other minerals now or hereafter existing upon,
within or under any real estate of the Company subject to, or hereby
subjected to, the lien of the Indenture.
And upon the considerations and for the purposes aforesaid, and in
order to provide, pursuant to the terms of the Indenture, for the issuance
under the Indenture, as hereby amended, of bonds of Series 1997-2 and to
fix the terms, provisions and characteristics of the bonds of said Series,
and to modify or amend the Indenture in the particulars and to the extent
hereinafter in this supplemental indenture specifically provided, the
Company hereby covenants and agrees with the Trustees as follows:
ARTICLE I
SECTION 1. A series of bonds issuable under the Indenture, as
hereby amended, to be known and designated as "First Mortgage Bonds, Medium-
Term Note Series 1997-2" (hereinafter in this Article sometimes referred to
as the "bonds of Series 1997-2" or the "bonds of said Series"), and which
shall be executed, authenticated and issued only in the form of registered
bonds without coupons, is hereby created and authorized. The bonds of
Series 1997-2 and the Trustee's Certificate to be endorsed thereon shall be
substantially in the form thereof hereinbefore recited. If so directed by
the Company, the bonds of Series 1997-2 shall be issued as a single global
security for each maturity thereof and registered in the name of The
Depository Trust Company or its nominee or successor under a
"book-entry-only" system pursuant to a letter of representation between the
Company and the Trustee and said depository. Each bond of said Series
shall be dated as of the Interest Payment Date 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 Original Issue Date specified in the form of
bond. The bonds of said Series shall be due and payable in the respective
principal amounts on the applicable Maturity Date specified below, shall
bear interest from the date thereof at the Interest Rate per annum
specified below payable half-yearly on the Interest Payment Dates specified
in the form of bond to the Registered Owner as specified on the registry
books of the Trustee at the close of business of the Trustee on the
applicable Record Date as provided in Section 3 of this Article I.
Maturity Date Principal Amount Interest Rate
___________ ______________ __________
June 1, 2001 $20,000,000 6.73%
June 1, 2006 20,000,000 7.05%
June 1, 2017 40,000,000 7.61%
The bonds of Series 1997-2 shall be payable, as to both principal
and interest, at the office or agency of the Company in the City of
Chicago, State of Illinois, 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, or, at the option of the Registered Owner, in like coin or currency,
at the office or agency of the Company in the Borough of Manhattan, City of
New York, State of New York. At the option of the Company, interest on the
bonds of Series 1997-2 may be paid by check mailed on the Interest Payment
Date to the Registered Owner. So long as any "book-entry-only" system is
in effect, the bonds of said Series shall be paid as provided in the letter
of representation referred to above.
SECTION 2. Anything contained in Section 14 of Article I of the
Indenture, or elsewhere in the Indenture, to the contrary notwithstanding,
only the person in whose name any of the bonds of said Series is registered
(the "Registered Owner") at the close of business on any Record Date, as
hereinafter defined, with respect to any Interest Payment Date shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such bonds upon any transfer or
exchange subsequent to the Record Date and prior to such Interest Payment
Date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such Interest Payment Date,
such defaulted interest shall be paid to the persons in whose names
outstanding bonds of said Series are registered on the Record Date to be
established by the Trustee for payment of such defaulted interest.
SECTION 3. The term "Record Date" as used herein with respect to
any Interest Payment Date (other than an Interest Payment Date for the
payment of defaulted interest) shall mean the applicable Record Date
specified in the form of bond next preceding such Interest Payment Date,
or, if such Record Date shall be a legal holiday or a day on which banking
institutions in the City of Chicago, Illinois, are authorized by law to
close, then the next preceding day which shall not be a legal holiday or a
day on which such institutions are so authorized to close.
SECTION 4. The bonds of Series 1997-2 maturing June 1, 2001 and
June 1, 2006 are not subject to redemption. At the option of the Company
and upon the notice and in the manner and with the effect provided in
Article V of the Indenture, except as to notice as hereinafter provided,
bonds of Series 1997-2 maturing June 1, 2017 may be redeemed on and after
June 1, 2007 (the "Initial Optional Redemption Date") as a whole at any
time, or in part from time to time, at the redemption price, expressed as a
percentage of the principal amount of such bonds hereinafter stated under
"Redemption Price," in effect at the date fixed for redemption, together
with accrued interest to such date on the bonds to be redeemed:
If redeemed
If redeemed during the
during the 12 months
12 months Redemption beginning Redemption
beginning June 1 Price June 1 Price
_____________ __________ __________ __________
2007 103.81% 2010 101.52%
2008 103.04% 2011 100.76%
2009 102.28% 2012 (and 100.00%
thereafter)
The foregoing redemption prices and terms shall be set forth in each
bond of Series 1997-2 maturing June 1, 2017 prior to the execution and
authentication thereof.
SECTION 5. Notice of redemption of any bonds of Series 1997-2
maturing June 1, 2017 shall be given as provided in Article V of the
Indenture; provided, however, such notice need be given only by first-class
mail and no publication of notice of redemption shall be required.
SECTION 6. The Company shall not be required (a) to issue,
register, transfer or exchange any bonds of Series 1997-2 maturing June 1,
2017 during a period beginning at the opening of business on the tenth
business day next preceding any selection of bonds of Series 1997-2
maturing June 1, 2017 to be redeemed and ending at the close of
business on the day on which the applicable notice of redemption is given,
(b) to register, transfer or exchange any bonds of Series 1997-2 maturing
June 1, 2017 selected, called or being called for redemption in whole or in
part or (c) to register, transfer or exchange any bonds of Series 1997-2
for a period of ten (10) days next preceding an Interest Payment Date with
respect to bonds of said Series.
The bonds of said Series shall, from time to time, be executed on
behalf of the Company and sealed with the corporate seal of the Company,
all in the manner provided or permitted by Section 6 of Article I of the
Indenture, as follows:
(a) bonds of Series 1997-2 executed on behalf of the Company by
its President or a Vice-President and/or by its Secretary or an
Assistant Secretary may be so executed by the facsimile signature of
such President or Vice-President and/or of such Secretary or Assistant
Secretary, as the case may be, of the Company, or of any person or
persons who shall have been such officer or officers, as the case may
be, of the Company on or subsequent to the date of this supplemental
indenture, notwithstanding that he or they may have ceased to be such
officer or officers of the Company at the time of the actual execution,
authentication, issue or delivery of any of such bonds, and any such
facsimile signature or signatures of any such officer or officers on
any such bonds shall constitute execution of such bonds on behalf of
the Company by such officer or officers of the Company for the purposes
of the Indenture, as hereby amended, and shall be valid and effective
for all purposes, provided that all bonds shall always be executed on
behalf of the Company by the signature, manual or facsimile, of its
President or a Vice-President and of its Secretary or an Assistant
Secretary, and provided, further, that none of such bonds shall be
executed on behalf of the Company by the same officer or person
acting in more than one capacity; and
(b) such corporate seal of the Company may be a facsimile, and
any bonds of said Series on which such facsimile seal shall be affixed,
impressed, imprinted or reproduced shall be deemed to be sealed with
the corporate seal of the Company for the purposes of the Indenture, as
hereby amended, and such facsimile seal shall be valid and effective
for all purposes.
SECTION 7.
(a) Except as provided in subsections (c) and (g) below, the
holder of all of the bonds of Series 1997-2 shall be the Depository
Trust Company ("DTC") and the bonds of said Series shall be registered
in the name of Cede & Co., as nominee for DTC.
(b) The bonds of Series 1997-2 shall be initially issued in the
form of a separate single authenticated fully registered certificate
for each maturity thereof in the name of Cede & Co. and in the
aggregate principal amount of the bonds of Series 1997-2 (the "Global
Bonds"). Upon initial issuance, the ownership of such bonds of said
Series shall be registered in the bond register kept by the Trustee in
the name of Cede & Co., as nominee of DTC. So long as the bonds of
said Series are evidenced by Global Bonds, the Trustee and the Company
may treat DTC (or its nominee) as the sole and exclusive holder of the
bonds of Series 1997-2 registered in its name for the purposes of
payment of the principal of, premium, if any, and interest on the bonds
of said Series or portion thereof to be redeemed, and of giving any
notice permitted or required to be given to holders under the Indenture
and neither the Trustee nor the Company shall be affected by any notice
to the contrary. Neither the Trustee nor the Company shall have any
responsibility or obligation to any of DTC's participants (each, a
"Participant"), any person claiming a beneficial ownership in the bonds
of Series 1997-2 under or through DTC or any Participant (each, a
"Beneficial Owner"), or any other person which is not shown on the bond
register maintained by the Trustee as being a holder, with respect to
the accuracy of any records maintained by DTC or any Participant, the
payment by DTC or any Participant of any amount in respect of the
principal of, premium, if any, or interest on the bonds of said Series;
any notice which is permitted or required to be given to holders under
the Indenture of bonds of Series 1997-2; the selection by DTC or any
Participant of any person to receive payment in the event of a partial
redemption of the bonds of Series 1997-2 maturing June 1, 2017; or any
consent given or other action taken by DTC as bondholder. The Trustee
shall pay all principal of, premium, if any, and interest on the
bonds of Series 1997-2 registered in the name of Cede & Co. only to or
"upon the order of" DTC (as that term is used in the Uniform Commercial
Code as adopted in Illinois and New York), and all such payments shall
be valid and effective to fully satisfy and discharge the Company's
obligations with respect to the principal of, premium, if any, and
interest on such bonds of said Series to the extent of the sum or
sums so paid. Except as otherwise provided in Section 7(c) and (g)
below, no person other than DTC shall receive authenticated bond
certificates evidencing the obligation of the Company to make payments
of principal of, premium, if any, and interest on the bonds of said
Series. Upon delivery by DTC to the Trustee of written notice to the
effect that DTC has determined to substitute a new nominee in place
of Cede & Co., and subject to the provision of the Indenture with
respect to transfers of bonds, the word "Cede & Co." in this
Supplemental Indenture shall refer to such new nominee of DTC.
(c) All Global Bonds shall be exchangeable for bonds of Series
1997-2 in certificated form registered in the names of Participants
and/or Beneficial Owners if, but only if, (i) DTC notifies the Company
that it is unwilling or unable to continue as Depository for bonds of
said Series or at any time ceases to be a clearing agency registered as
such under the Securities Exchange Act of 1934, as amended, (ii) the
Company instructs the Trustee that such Global Bonds shall be
exchangeable or (iii) there shall have occurred and be continuing an
event of default or an event that with notice or passage of time, or
both, would constitute an event of default. In any such event, the
Trustee shall issue, transfer and exchange bond certificates as
requested by DTC in appropriate amounts pursuant to Article I of the
Indenture and Section 1 of this Supplemental Indenture. The Company
shall pay all costs in connection with the production, execution and
delivery of such bond certificates. If bond certificates are issued,
the provisions of the Indenture shall apply to, among other things, the
transfer and exchange of such certificates and the method of payment
and principal of, premium, if any, and interest on such certificates.
(d) Notwithstanding any other provision of this Supplemental
Indenture to the contrary, so long as any bonds of Series 1997-2 are
evidenced by Global Bonds, registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to the principal of, premium,
if any, and interest on the bonds of said Series and all notices with
respect to the bonds of said Series shall be made and given,
respectively, to DTC as provided in the representation letter relating
to the bonds of said Series among DTC, the Trustee and the Company.
The Trustee is hereby authorized and directed to comply with all terms
of the representation letter.
(e) In connection with any notice or other communication to be
provided pursuant to the Indenture for the bonds of Series 1997-2 by
the Company or the Trustee with respect to any consent or other action
to be taken by the holders of the bonds of said Series, the Company or
the Trustee, as the case may be, shall seek to establish a record date
to the extent permitted by the Indenture for such consent or other
action and give DTC notice of such record date not less than fifteen
(15) calendar days in advance of such record date to the extent
possible. Such notice to DTC shall be given only when DTC is the sole
holder.
(f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL
OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY
DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF
ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF,
PREMIUM, IF ANY, OR INTEREST ON THE BONDS OF SERIES 1997-2; (3) THE
DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL
OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE
TO BE GIVEN TO HOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO
RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS OF
SAID SERIES 1997-2 MATURING JUNE 1, 2017; OR (5) ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC AS A HOLDER.
SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE BONDS OF
SERIES 1997-2 AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDS OF SAID
SERIES OR REGISTERED HOLDERS OF THE BONDS OF SAID SERIES SHALL MEAN
CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS OF
SAID SERIES NOR DTC PARTICIPANTS.
(g) No Global Bond may be transferred except as a whole by DTC to
a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of
such successor.
(h) Upon the termination of the services of DTC with respect to
the bonds of Series 1997-2 pursuant to subsection (c) of this Section 7
after which no substitute book-entry depository is appointed, the bonds
of said Series shall be registered in whatever name or names holders
transferring or exchanging bonds of said Series shall designate in
accordance with the provisions of the Indenture.
ARTICLE II
SECTION 1. Sections 10 and 16 of Article III of the Indenture
are, and each of them is, hereby amended by striking out the words
"Series L, Newton, Series W through Series Z, Series 1995-1 and Series 1997-
1" wherever the same occur in each of said sections, and by inserting, in
lieu thereof, the words "Series W through Series Z, Series 1995-1, Series
1997-1 and Series 1997-2" and the Company hereby covenants and agrees to
observe and comply with the provisions of said sections as hereby amended.
ARTICLE III
SECTION 1. The provisions of this supplemental indenture shall
become and be effective from and after the execution hereof, and the
Indenture, as hereby amended, shall remain in full force and effect.
SECTION 2. Each reference in the Indenture, or in this
supplemental indenture, to any article, section, term or provision of the
Indenture shall mean and be deemed to refer to such article, section, term
or provision of the Indenture, as hereby amended, except where the context
otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations and
agreements in this supplemental indenture contained are and shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns, and of the holders and Registered Owners from time to time of the
bonds and of the coupons issued and outstanding from time to time under and
secured by the Indenture, as hereby amended.
This supplemental indenture has been executed in a number of
identical counterparts, each of which so executed shall be deemed to be an
original.
At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness of the Company outstanding,
or to be presently outstanding, under and secured by the Indenture, as
hereby amended, taking into account the provision for payment at maturity
of $43,000,000 of First Mortgage Bonds, Series X, 6-1/8%, due July 1, 1997,
is $366,000,000, evidenced by First Mortgage Bonds of the series listed
below, issued by the Company under said Indenture and now outstanding or to
be presently issued by it under said Indenture, as follows:
Principal
Series Interest Rate (%) Maturity Date Amount ($)
------ ----------------- --------------- -----------
W 7-1/8 May 15, 1999 50,000,000
W 8-1/2 May 15, 2022 33,000,000
X 7-1/2 July 1, 2007 50,000,000
Y 6-3/4 September 15, 2002 23,000,000
Z 6 April 1, 2000 25,000,000
Z 6-3/8 April 1, 2003 40,000,000
1995-1 6.49 June 1, 2005 20,000,000
1997-1 6.52 March 15, 1999 5,000,000
1997-1 6.60 September 15, 1999 5,000,000
1997-1 6.68 March 15, 2000 5,000,000
1997-1 6.75 September 15, 2000 5,000,000
1997-1 6.83 March 15, 2001 5,000,000
1997-1 6.89 September 15, 2001 5,000,000
1997-1 6.94 March 15, 2002 5,000,000
1997-1 6.96 September 15, 2002 5,000,000
1997-1 6.99 March 15, 2003 5,000,000
1997-2 6.73 June 1, 2001 20,000,000 (a)
1997-2 7.05 June 1, 2006 20,000,000 (a)
1997-2 7.61 June 1, 2017 40,000,000 (a)
----------
TOTAL........ 366,000,000
(a) To be presently issued by the Company under said Indenture.
IN WITNESS WHEREOF, said Central Illinois Public Service Company
has caused this instrument to be executed in its corporate name by its
President or a Vice President and its corporate seal or a facsimile thereof
to be hereunto affixed and to be attested by its Secretary or an Assistant
Secretary, and said First Trust National Association, for the purpose of
entering into and joining with the Company in the execution of this
supplemental indenture, has caused this instrument to be executed in its
corporate name by one of its Assistant Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by one of its Vice
Presidents, and said F. Sgaraglino, for the purpose of entering into and
joining with the Company in the execution of this supplemental indenture,
has signed and sealed this instrument; all as of the day and year first
above written.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By ______________
W. A. Koertner
Vice President
(CORPORATE SEAL)
ATTEST:
______________
R. C. Porter
Assistant Secretary
FIRST TRUST NATIONAL ASSOCIATION
By _____________
Larry Kusch
Assistant Vice President
(CORPORATE SEAL)
ATTEST:
________________
H. H. Hall, Jr.
Vice President and
Assistant Secretary
_____________ (SEAL)
F. Sgaraglino
STATE OF ILLINOIS )
) ss
COUNTY OF SANGAMON )
I, Kendra S. Holmes, a Notary Public in and for said County in the
State aforesaid, do hereby certify that William A. Koertner, Vice President
of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and
existing under the laws of the State of Illinois, and Robert C. Porter,
Assistant Secretary of said corporation, who are both personally known to
me to be the same persons whose names are subscribed to the foregoing
instrument as such officers, respectively, of said corporation, and who are
both personally known to me to be such officers, appeared before me this
day in person and severally acknowledged that they signed, sealed and
delivered said instrument as their free and voluntary act as such officers,
and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.
Given under my hand and official seal this 5th day of June, 1997.
Notary Public
(NOTARIAL SEAL)
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, Sandra Rhoden, a Notary Public in and for said County in the
State aforesaid, do hereby certify that:
(a) Larry Kusch, an Assistant Vice President of FIRST TRUST
NATIONAL ASSOCIATION, a national banking association, and H. H. Hall,
Jr., a Vice President and Assistant Secretary of said association, who
are both personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such officers, respectively,
of said association, and who are both personally known to me to be such
officers, appeared before me this day in person and severally
acknowledged that they signed, sealed and delivered said instrument as
their free and voluntary act as such officers, and as the free and
voluntary act of said association, for the uses and purposes therein
set forth; and
(b) F. Sgaraglino, personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before
me this day in person and acknowledged that he signed, sealed and
delivered said instrument as his free and voluntary act, for the uses
and purposes therein set forth.
Given under my hand and official seal this 3rd day of June, 1997.
Sandra Rhoden
Notary Public
(NOTARIAL SEAL)