Exhibit 4.5
ILLINOIS POWER COMPANY
TO
HARRIS TRUST AND SAVINGS BANK,
as Trustee
SUPPLEMENTAL INDENTURE NO. 2
DATED AS OF JULY 15, 1999
TO
MORTGAGE AND DEED OF TRUST
DATED NOVEMBER 1, 1943
111
Supplemental Indenture No. 2 dated as of July 15, 1999 (the "Supplemental
Indenture No. 1"), 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 HARRIS TRUST AND SAVINGS BANK, a corporation
organized and existing under the laws of the State of Illinois (the "Trustee"),
as Trustee under the Mortgage and Deed of Trust dated November 1, 1943,
hereinafter mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered its Mortgage
and Deed of Trust dated November 1, 1943 ("Original Indenture"), to the Trustee,
for the security of the First Mortgage Bonds of the Company issued and to be
issued thereunder (the "Bonds"); and
WHEREAS, pursuant to the terms and provisions of the Original Indenture
there were created and authorized by Supplemental Indentures thereto bearing the
following dates, respectively, the First Mortgage Bonds of the series issued
thereunder and respectively identified opposite such dates:
Date of Supplemental Identification
Indenture of Series Called
November 1, 1943 4% Series due 1973 Bonds of the 1973 Series
(redeemed)
March 1, 1946 2 7/8% Series due 1976 Bonds of the 1976 Series
(paid at maturity)
February 1, 1948 3 1/2% Series due 1978 Bonds of the 1978 Series
(paid at maturity)
July 1, 1949 2 7/8% Series due 1979 Bonds of the 1979 Series
(paid at maturity)
April 1, 1950 2 3/4% Series due 1980 Bonds of the 1980 Series
(paid at maturity)
March 1, 1952 3 1/2% Series due 1982 Bonds of the 1982 Series
(paid at maturity)
November 1, 1953 3 1/2% Series due 1983 Bonds of the 1983 Series
(paid at maturity)
July 1, 1956 3 3/4% Series due 1986 Bonds of the 1986 Series
(paid at maturity)
May 1, 1958 4% Series due 1988 Bonds of the 1988 Series
(redeemed)
January 1, 1963 4 1/4% Series due 1993 Bonds of the 1993 Series
(paid at maturity)
October 1, 1966 5.85% Series due 1996 Bonds of the 1996 Series
(paid at maturity)
112
Date of Supplemental Identification
Indenture of Series Called
January 1, 1968 6 3/8% Series due 1998 Bonds of the First 1998 Series
(redeemed)
October 1, 1968 6 3/4% Series due 1998 Bonds of the Second 1998 Series
(redeemed)
October 1, 1969 8.35% Series due 1999 Bonds of the First 1999 Series
(redeemed)
November 1, 1970 9% Series due 2000 Bonds of the 2000 Series
(redeemed)
October 1, 1971 7.60% Series due 2001 Bonds of the 2001 Series
(redeemed)
June 1, 1973 7 5/8% Series due 2003 Bonds of the First 2003 Series
(redeemed)
May 1, 1974 Pollution Control Series A Bonds of the Pollution Control
Series A
September 1, 1974 10 1/2% Series due 2004 Bonds of the First 2004 Series
(redeemed)
July 1, 1976 8 3/4% Series due 2006 Bonds of the 2006 Series
(redeemed)
May 1, 1977 Pollution Control Series B Bonds of Pollution Control
(redeemed) Series B
November 1, 1977 8 1/4% Series due 2007 Bonds of the 2007 Series
(redeemed)
August 1, 1978 8 7/8% Series due 2008 Bonds of the 2008 Series
(redeemed)
July 1, 1979 9 7/8% Series due 2004 Bonds of the Second 2004 Series
(redeemed)
July 31, 1980 11 3/8% Series due 1987 Bonds of the 1987 Series
(redeemed)
August 1, 1980 12 5/8% Series due 2010 Bonds of the 2010 Series
(redeemed)
July 1, 1982 14 1/2% Series due 1990 Bonds of the 1990 Series
(redeemed)
November 1, 1982 12% Series due 2012 Bonds of the 2012 Series
(redeemed)
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Date of Supplemental Identification
Indenture of Series Called
December 15, 1983 Pollution Control Series C Bonds of the Pollution Control
(redeemed) Series C
May 15, 1984 Pollution Control Series D Bonds of the Pollution Control
(redeemed) Series D
March 1, 1985 Pollution Control Series E Bonds of the Pollution Control
(redeemed) Series E
February 1, 1986 10 1/2% Series due 2016 Bonds of the First 2016 Series
(redeemed)
July 1, 1986 9 7/8% Series due 2016 Bonds of the Second 2016 Series
(redeemed)
September 1, 1986 9 3/8% Series due 2016 Bonds of the Third 2016 Series
(redeemed)
February 1, 1987 Pollution Control Series F Bonds of the Pollution Control
(redeemed) Series F
February 1, 1987 Pollution Control Series G Bonds of the Pollution Control
(redeemed) Series G
February 1, 1987 Pollution Control Series H Bonds of the Pollution Control
(redeemed) Series H
July 1, 1987 Pollution Control Series I Bonds of the Pollution Control
(redeemed) Series I
July 1, 1988 10% Series due 1998 Bonds of the Third 1998 Series
(redeemed)
July 1, 1991 Pollution Control Series J Bonds of the Pollution Control
Series J
June 1, 1992 Pollution Control Series K Bonds of the Pollution Control
Series K
June 1, 1992 Pollution Control Series L Bonds of the Pollution Control
Series L
July 1, 1992 7.95% Series due 2004 Bonds of the Third 2004 Series
July 1, 1992 8 3/4% Series due 2021 Bonds of the 2021 Series
(redeemed)
September 1, 1992 6 1/2% Series due 1999 Bonds of the 1999 Series
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Date of Supplemental Identification
Indenture of Series Called
February 15, 1993 8% Series due 2023 Bonds of the 2023 Series
(redeemed)
March 15, 1993 6 1/8% Series due 2000 Bonds of the 2000 Series
March 15, 1993 6 3/4% Series due 2005 Bonds of the 2005 Series
July 15, 1993 7 1/2% Series due 2025 Bonds of the 2025 Series
August 1, 1993 6 1/2% Series due 2003 Bonds of the Second 2003 Series
October 15, 1993 5 5/8% Series due 2000 Bonds of the Second 2000 Series
November 1, 1993 Pollution Control Series M Bonds of the Pollution Control
Series M
November 1, 1993 Pollution Control Series N Bonds of the Pollution Control
Series N
November 1, 1993 Pollution Control Series O Bonds of the Pollution Control
Series O
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 Bonds of the 2002 Series
September 15, 1998 6% Series due 2003 Bonds of the Third 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
and
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WHEREAS, the Company desires to create a new series of Bonds to be issued
under the Original Indenture, to be known as First Mortgage Bonds, Pollution
Control Series V (the "Pollution Control Series V Bonds") and to issue
additional Bonds under the Original Indenture; and
WHEREAS, the Pollution Control Series V Bonds are to be issued to Harris
Trust and Savings Bank, as trustee (the "New Mortgage Trustee") under the
Company's General Mortgage Indenture and Deed of Trust dated as of November 1,
1992 (the "New Mortgage") and are to be owned and held by the New Mortgage
Trustee as "Pledged Bonds" (as defined in the New Mortgage) in accordance with
the terms of the New Mortgage; and
WHEREAS, the Company, in the exercise of the powers and authority conferred
upon and reserved to it under the provisions of the Original Indenture, and
pursuant to appropriate resolutions of the Board of Directors, has duly resolved
and determined to make, execute and deliver to the Trustee a Supplemental
Indenture No. 2 in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture No. 2 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 NO. 2 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 Original 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 Original Indenture, for
the benefit of the New Trustee and any successor holder of the Bonds as follows:
ARTICLE I.
DESCRIPTION OF POLLUTION CONTROL SERIES V BONDS.
SECTION 1. The Company hereby creates a new series of Bonds to be known
as First Mortgage Bonds, Pollution Control Series V (the "Pollution Control
Series V Bonds"). The Pollution Control Series V 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
Original Indenture, as supplemented and modified. The Pollution Control Series V
Bonds will be issued only to the New Mortgage Trustee as security for a series
of bonds being issued under the Company's New Mortgage and the supplemental
indenture no. 2 to the New Mortgage dated as of July 15, 1999 (the "New Mortgage
Pollution Control Series V Bonds") and in the same principal amount as the New
Mortgage Pollution Control Series V Bonds.
The Pollution Control Series V Bonds shall be dated as provided in
Section 6 of Article II of the Original Indenture, and the commencement of the
first interest period shall be the date of issuance. All Pollution Control
Series V Bonds shall mature on December 1, 2024, and shall bear interest at the
rate of seven and four-tenths per cent (7.40%) per annum, payable semi-annually
on June 1 and December 1 of each year until the principal sum is paid in full.
Any payment by the Company of principal of, or premium or interest on, any
Pollution Control Series V Bonds shall be applied by the New Mortgage Trustee to
the payment of any principal, premium or interest, as the case may be, in
respect of the New Mortgage Pollution Control Series V Bonds due in accordance
with the terms of the New Mortgage.
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SECTION 2. The Pollution Control Series V Bonds and the Trustee's
Certificate shall be substantially in the following forms respectively:
[FORM OF FACE OF BOND]
ILLINOIS POWER COMPANY
(Incorporated under the laws of the State of Illinois)
FIRST MORTGAGE BOND, POLLUTION CONTROL SERIES V
No. ____________ $84,150,000
ILLINOIS POWER COMPANY, a corporation organized and existing under the
laws of the State of Illinois (the "Company," which term shall include any
successor corporation as defined in the Indenture hereinafter referred to), for
value received, hereby promises to pay to Harris Trust and Savings Bank as
trustee (the "New Mortgage Trustee") under the Company's General Mortgage
Indenture and Deed of Trust dated as of November 1, 1992 (the "New Mortgage") or
its registered assigns, the principal sum of Eighty-Four Million One Hundred
Fifty Thousand Dollars ($84,150,000) on December 1, 2024, 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, and to pay interest thereon in like coin or
currency from the date of issuance, payable semi-annually on June 1 and December
1 in each year, at the rate of seven and four-tenths per cent (7.40%) per annum,
until the Company's obligation with respect to the payment of such principal
shall be discharged as provided in the Indenture. Both the principal of, and the
interest on, this Bond are payable at the agency of the Company in the City of
Chicago, Illinois.
This First Mortgage Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or obligatory
for any purpose, until the form of certificate endorsed hereon shall have been
signed by or on behalf of Harris Trust and Savings Bank, the Trustee under the
Indenture, or a successor trustee thereto under the Indenture (the "Trustee").
The provisions of this First Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, Illinois Power Company has caused this First
Mortgage Bond to be signed (manually or by facsimile signature) in its name by
its President or a Vice President, and its corporate seal (or a facsimile
thereof) to be hereto affixed and attested (manually or by facsimile signature)
by its Secretary or an Assistant Secretary.
Dated: July __, 1999 ILLINOIS POWER COMPANY
By:
---------------------------
Vice President
(Corporate Seal)
ATTEST:
- --------------------------------
Secretary or Assistant Secretary
117
[FORM OF TRUSTEE'S CERTIFICATE]
This First Mortgage Bond is one of the Bonds of the series designated
therein, described in the within-mentioned Indenture and the Supplemental
Indenture No. 2 dated as of July 15, 1999.
HARRIS TRUST AND SAVINGS BANK,
Trustee
By:
---------------------------
Authorized Officer
[FORM OF REVERSE OF BOND)
This First Mortgage Bond is one of a duly authorized issue of Bonds of the
Company (the "Bonds") in unlimited aggregate principal amount, of the series
hereinafter specified, all issued and to be issued under and equally secured by
the Mortgage and Deed of Trust (the "Indenture"), dated November 1, 1943,
executed by the Company to Harris Trust and Savings Bank (the "Trustee"), as
Trustee, to which Indenture and all indentures supplemental thereto, including
the Supplemental Indenture dated February 15, 1993, which amended Section 1 of
Article IX of the Indenture, reference is hereby made for a description of the
properties mortgaged and pledged, the nature and extent of the security, the
rights of the registered owners of the Bonds and of the Trustee in respect
thereof, and the terms and conditions upon which the Bonds are, and are to be,
secured. The Bonds may be issued in series, for various principal sums, may
mature at different times, may bear interest at different rates and may
otherwise vary as in the Indenture provided. This First Mortgage Bond is one of
a series designated as the First Mortgage Bonds, Pollution Control Series V (the
"Pollution Control Series V Bonds") of the Company, unlimited in aggregate
principal amount, issued under and secured by the Indenture and described in the
supplemental indenture no. 2 dated as of July 15, 1999 (the "Supplemental
Indenture No. 2 of July 15, 1999"), between the Company and the Trustee,
supplemental to the Indenture.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereto, and of the rights and obligations of the Company and of the holders of
the Bonds and coupons may be made with the consent of the Company by an
affirmative vote of the holders of not less than 66 2/3% in amount of the Bonds
entitled to vote then outstanding, at a meeting of Bondholders called and held
as provided in the Indenture, and by an affirmative vote of the holders of not
less than 66 2/3% in amount of the Bonds of any series entitled to vote then
outstanding and affected by such modification or alteration, in case one or more
but less than all of the series of Bonds then outstanding under the Indenture
are so affected; provided however, that no such modification or alteration shall
be made which will affect the terms of payment of the principal of, or interest
or premium, if any, on this First Mortgage Bond.
The Pollution Control Series V Bonds are subject to redemption in
accordance with the terms of Article III of the Supplemental Indenture No. 2 of
July 15, 1999.
118
In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may in certain events be rescinded by the holders of a
majority in principal amount of the Bonds outstanding.
No recourse shall be had for the payment of the principal of, or
premium or interest on this First Mortgage Bond, or for any claim based hereon
or on the Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, as such, past,
present or future, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute, rule
of law, or otherwise, of incorporators, stockholders, directors or officers
being released by every owner hereof by the acceptance of this First Mortgage
Bond and as part of the consideration for the issue hereof, and being likewise
released by the terms of the Indenture; provided, however, that nothing herein
or in the Indenture or any indenture supplemental thereto contained shall
prevent the enforcement of the liability, if any, of any stockholder or
subscriber to capital stock upon or in respect of shares of capital stock not
fully paid up.
Notwithstanding any provision in the Indenture, the Supplemental
Indenture No. 2 of July 15, 1999 or this First Mortgage Bond to the contrary,
any payment by the Company under the New Mortgage of principal of, or premium or
interest on, bonds which shall have been authenticated and delivered under the
New Mortgage (the "New Mortgage Pollution Control Series V Bonds") upon the
basis of the issuance and delivery to the New Mortgage Trustee of the Pollution
Control Series V Bonds shall, to the extent thereof, be deemed to satisfy and
discharge the obligation of the Company to make a payment of principal, premium
or interest, as the case may be, in respect of this First Mortgage Bond which is
then due.
This First Mortgage Bond constitutes a "Pledged Bond" (as defined in
the New Mortgage) and is subject to all of the rights and restrictions
applicable to Pledged Bonds as set forth in the New Mortgage. Without limiting
the generality of the foregoing, this First Mortgage Bond shall be subject to
surrender by the New Mortgage Trustee in accordance with the provisions of
Section 7.03 of the New Mortgage. To the extent that any provisions in the
Indenture, the Supplemental Indenture of July 15, 1999 or this First Mortgage
Bond are inconsistent with the provisions relating to Pledged Bonds that are set
forth in the New Mortgage, the provisions of the New Mortgage shall apply.
SECTION 3. Notwithstanding any provision in the Original Indenture,
this Supplemental Indenture No. 2, or the Pollution Control Series V Bonds to
the contrary, any payment by the Company under the New Mortgage of principal of,
or premium or interest on, New Mortgage Pollution Control Series V Bonds shall,
to the extent thereof, be deemed to satisfy and discharge the obligation of the
Company to make any payment of principal, premium or interest, as the case may
be, in respect of the Pollution Control Series V Bonds which is then due.
119
SECTION 4. The Pollution Control Series V Bonds constitute "Pledged
Bonds" (as defined in the New Mortgage) and are subject to all of the rights and
restrictions applicable to Pledged Bonds as set forth in the New Mortgage.
Without limiting the generality of the foregoing, the Pollution Control Series V
Bonds shall be subject to surrender by the New Mortgage Trustee in accordance
with the provisions of Section 7.03 of the New Mortgage. To the extent that any
provisions in the Original Indenture, this Supplemental Indenture No. 2 or the
Pollution Control Series V Bonds are inconsistent with the provisions relating
to Pledged Bonds that are set forth in the New Mortgage, the provisions of the
New Mortgage shall apply.
ARTICLE II.
ISSUE OF POLLUTION CONTROL SERIES V BONDS.
SECTION 1. The Company hereby exercises the right to obtain the
authentication of $84,150,000 principal amount of additional Bonds pursuant to
the terms of Section 6 of Article III of the Original Indenture in substitution
for refundable Bonds.
All such additional Bonds shall be Pollution Control Series V Bonds.
SECTION 2. Such Pollution Control Series V Bonds may be authenticated
and delivered prior to the filing for recordation of this Supplemental Indenture
No. 2.
SECTION 3. Notwithstanding any provision in the Original Indenture to
the contrary, execution of the Pollution Control Series V Bonds on behalf of the
Company, and the attesting of the corporate seal of the Company affixed to the
Pollution Control Series V Bonds by the officers of the Company authorized to do
such acts by Section 12 of Article II of the Original Indenture may be validly
done either by the manual or the facsimile signatures of such authorized
officers of the Company.
ARTICLE III.
REDEMPTION.
The Pollution Control Series V Bonds shall, subject to the provisions
of the Original Indenture, be redeemable on the same terms, on the same dates
and in the same manner as the New Mortgage Pollution Control Series V Bonds
shall be redeemed under the terms of supplemental indenture no. 2 to the New
Mortgage dated as of July 15, 1999.
120
ARTICLE IV.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided, and
agrees to perform the same upon the terms and conditions in the Original
Indenture set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental
Indenture No. 2 or the due execution hereof by the Company or for or in
respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and
condition contained in Article XIII of the Original Indenture shall
apply to this Supplemental Indenture No. 2 with the same force and
effect as if the same were herein set forth in full, with such
omissions, variations and modifications thereof as may be appropriate
to make the same conform to this Supplemental Indenture No. 2.
ARTICLE V.
MISCELLANEOUS PROVISIONS.
This Supplemental Indenture No. 2 may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
121
IN WITNESS WHEREOF, Illinois Power Company has caused this Supplemental
Indenture No. 2 to be executed on its behalf by its Chairman and President, one
of its Executive Vice Presidents, one of its Senior Vice Presidents or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Supplemental Indenture No. 2 to be attested by its Secretary or one of
its Assistant Secretaries; and said Harris Trust and Savings Bank, in evidence
of its acceptance of the trust hereby created, has caused this Supplemental
Indenture No. 2 to be executed on its behalf by its President or one of its Vice
Presidents and its corporate seal to be hereto affixed and said seal and this
Supplemental Indenture No. 2 to be attested by its Secretary or one of its
Assistant Secretaries, all as of the date first above written.
ILLINOIS POWER COMPANY
By
------------------------------------
Robert A. Schultz
Vice President - Finance
(CORPORATE SEAL)
ATTEST:
- ------------------------------
Leah Manning Stetzner
Corporate Secretary
HARRIS TRUST AND SAVINGS BANK, Trustee
By
------------------------------------
J. Bartolini
Vice President
(CORPORATE SEAL)
ATTEST:
- --------------------------
C. Potter
Assistant Secretary
122
STATE OF ILLINOIS )
)SS.:
COUNTY OF MACON )
BE IT REMEMBERED, that on this ____ day of July, 1999, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came Robert A. Schultz, Vice President--Finance and Leah Manning
Stetzner, Corporate Secretary, of Illinois Power Company, a corporation duly
organized, incorporated and existing under the laws of the State of Illinois,
who are personally known to me to be such officers, and who are personally known
to me to be the same persons who executed as such officers the within instrument
of writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such officers
and as the free and voluntary act of said Illinois Power Company for the uses
and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
-------------------------------------
Notary Public, Macon County, Illinois
My Commission Expires on _________________.
(NOTARIAL SEAL)
STATE OF ILLINOIS )
)SS.:
COUNTY OF COOK )
BE IT REMEMBERED, that on this ____ day of July, 1999, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came J. Bartolini, Vice President and C. Potter, Assistant Secretary,
of Harris Trust and Savings Bank, a corporation duly organized, incorporated and
existing under the laws of the State of Illinois, who are personally known to me
to be the same persons who executed as such officers the within instrument of
writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such officers,
and as the free and voluntary act of said Harris Trust and Savings Bank for the
uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
Notary Public, Cook County, Illinois
My Commission Expires on ______________.
(NOTARIAL SEAL)
123
Return To: This Instrument Was Prepared By:
ILLINOIS POWER COMPANY SCHIFF HARDIN & WAITE
Real Estate Dept. F-14 6600 Sears Tower
500 S. 27th Street 233 South Wacker Drive
Decatur, IL 62525 Chicago, IL 60606
124