ILLINOIS POWER COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1994
TO
INDENTURE
DATED AS OF OCTOBER 1, 1994
9.45% SUBORDINATED DEBENTURES, SERIES A, DUE SEPTEMBER 30, 2043
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st
day of October, 1994 (this "First Supplemental Indenture"),
between ILLINOIS POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Illinois (the "Company"),
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association organized and existing under the laws of the United
States of America, as trustee (the "Trustee") under the Indenture
dated as of October 1, 1994 between the Company and the Trustee
(the "Indenture"). All terms used and not defined this First
Supplemental Indenture are used as defined in the Indenture.
WHEREAS, the Company executed and delivered the
Indenture to the Trustee to provide for the future issuance of
its subordinated debentures (the "Debentures"), said Debentures
to be issued from time to time in series as might be determined
by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered under
the Indenture as provided in the Indenture; and
WHEREAS, pursuant to the terms of the Indenture, the
Company desires to provide for the establishment of a new series
of its Debentures to be known as its 9.45% Subordinated
Debentures, Series A, due September 30, 2043 (the "Series A
Debentures"), the form and substance of such Series A Debentures
and the terms, provisions and conditions of such Series A
Debentures to be set forth as provided in the Indenture and this
First Supplemental Indenture; and
WHEREAS, Illinois Power Capital, L.P., a Delaware
limited partnership ("Illinois Power Capital"), has offered to
the public its 9.45% Cumulative Monthly Income Preferred
Securities, Series A (the "Series A Preferred Securities"),
representing limited partner interests in Illinois Power Capital
and proposes to invest the proceeds from such offering in the
Series A Debentures; and
WHEREAS, upon the occurrence of a Special Event (as
defined in the Amended and Restated Agreement of Limited
Partnership of Illinois Power Capital, dated September 29, 1994
(the "Limited Partnership Agreement")), the Company may dissolve
Illinois Power Capital and cause to be distributed to the holders
of the Series A Preferred Securities, on a pro rata basis, Series
A Debentures (a "Dissolution Event"); and
WHEREAS, the Company desires and has requested the
Trustee to join with it in the execution and delivery of this
First Supplemental Indenture, and all requirements necessary to
make this First Supplemental Indenture a valid instrument, in
accordance with its terms, and to make the Series A Debentures,
when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been
performed and fulfilled, and the execution and delivery of this
First Supplemental Indenture have been in all respects duly
authorized:
NOW THEREFORE, in consideration of the purchase and
acceptance of the Series A Debentures by their holders, and for
the purpose of setting forth, as provided in the Indenture, the
form and substance of the Series A Debentures and the terms,
provisions and conditions of them, the Company covenants and
agrees with the Trustee as follows:
ARTICLE ONE
General Terms and Conditions of
the Series A Debentures
SECTION 1.01. There shall be and is authorized a
series of Debentures designated the "9.45% Subordinated
Debentures, Series A, Due September 30, 2043," limited in
aggregate principal amount to (i) $97,000,000 plus (ii) the
amount of capital contributions made by the Company from time to
time as general partner of Illinois Power Capital, which amount
shall be as set forth in any written order of the Company for the
authentication and delivery of Series A Debentures. The Series A
Debentures shall mature and the principal shall be due and
payable together with all accrued and unpaid interest on them,
including Additional Interest (as defined below) on September 30,
2043, and shall be issued in the form of registered Series A
Debentures without coupons.
SECTION 1.02. Except as provided in Section 1.03, the
Series A Debentures shall be issued in certificated form.
Principal of and interest on the Series A Debentures issued in
certificated form will be payable, the transfer of such Series A
Debentures will be registrable and such Series A Debentures will
be exchangeable for the Series A Debentures bearing identical
terms and provisions at the office or agency of the Company in
Decatur, Illinois; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the
Debenture Register. Notwithstanding the foregoing, so long as
the holder of the Series A Debentures is Illinois Power Capital,
the payment of the principal of and interest (including
Additional Interest, if any) on the Series A Debentures will be
made at such place and to such account as may be designated by
Illinois Power Capital.
SECTION 1.03. In connection with a Dissolution Event,
the Series A Debentures in certificated form may be presented to
the Trustee by Illinois Power Capital in exchange for a Global
Debenture in an aggregate principal amount equal to all
Outstanding Series A Debentures, to be registered in the name of
the Depository, or its nominee, and delivered by the Trustee to
the Depository for crediting to the accounts of its participants.
The Company upon any such presentation shall execute a Global
Debenture in such aggregate principal amount and deliver the same
to the Trustee for authentication and delivery as provided above
and in the Indenture. Payments on the Series A Debentures issued
as a Global Debenture will be made to the Depository. The
Depository for the Series A Debentures shall be The Depository
Trust Company, New York, New York.
SECTION 1.04. Each Series A Debenture will bear
interest at the rate of 9.45% per annum from the original date of
issuance until the principal of such Series A Debenture becomes
due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per
annum, payable monthly in arrears on the last day of each
calendar month of each year (each, an "Interest Payment Date,"
with the first such Interest Payment Date being October 31,
1994), to the person in whose name such Series A Debenture or any
predecessor Series A Debenture is registered, at the close of
business on the regular record date for such interest
installment, which shall be the close of business on the Business
Day next preceding that Interest Payment Date. If pursuant to
the provisions of Section 2.11(c) of the Indenture the Series A
Subordinated Debentures are no longer represented by a Global
Debenture, the Company may select a regular record date for such
interest installment which shall be any date not later than
fifteen days preceding an Interest Payment Date. Any such
interest (including Additional Interest) not punctually paid or
duly provided for shall immediately cease to be payable to the
registered holders on such regular record date, and may be paid
to the person in whose name the Series A Debenture (or one or
more Predecessor Debentures) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice of which special
record date shall be given to the registered holders of the
Series A Debentures not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Series A Debentures may be listed, and upon
such notice as may be required by such exchange, all as more
fully provided in the Indenture.
ARTICLE TWO
Mandatory Prepayment and Optional Redemption
of the Series A Debentures
SECTION 2.01. If Illinois Power Capital redeems the
Series A Preferred Securities in accordance with their terms, the
Series A Debentures will become due and payable in a principal
amount equal to the aggregate liquidation preference of the
Series A Preferred Securities so redeemed, together with all
accrued and unpaid interest on them, including Additional
Interest, if any (the "Mandatory Prepayment Price"). Any payment
pursuant to this provision shall be made prior to 12:00 noon, New
York time, on the date of such redemption or at such earlier time
as the Company and Illinois Power Capital shall agree.
SECTION 2.02. The Company shall have the right to
redeem the Series A Debentures, in whole or in part, from time to
time, on or after October 6, 1999, at a redemption price equal to
100% of the principal amount to be redeemed plus any accrued and
unpaid interest on them, including any Additional Interest, if
any, to the date of such redemption (the "Optional Redemption
Price"). Any redemption pursuant to this paragraph will be made
upon not less than 30 nor more than 60 days' notice, at the
Optional Redemption Price. If the Series A Debentures are only
partially redeemed pursuant to this Section, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by
the Trustee; provided, that if at the time of redemption, the
Series A Debentures are registered as a Global Debenture, the
Depository shall determine by lot the principal amount of such
Series A Debentures held by each Series A Debentureholder to be
redeemed.
ARTICLE THREE
Extension of Interest Payment Period
SECTION 3.01. So long as the Company is not in default
in the payment of interest on any series of Debentures issued
under the Indenture, the Company shall have the right, at any
time during the term of the Series A Debentures, from time to
time to extend the interest payment period of such Series A
Debentures for up to 60 consecutive months (the "Extended
Interest Payment Period"), at the end of which period the Company
shall pay all interest accrued and unpaid on such Series A
Debentures (together with interest on such accrued and unpaid
interest at the rate specified for the Series A Debentures to the
extent permitted by applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or
pay any dividend on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or
make any guarantee payments with respect to the foregoing (other
than payments on the Guarantee); and provided further that any
such extended interest payment period may only be selected with
respect to the Series A Debentures if an extended interest
payment period of identical length is simultaneously selected for
all Debentures then Outstanding under the Indenture. Prior to
the termination of any such Extended Interest Payment Period, the
Company may further extend such period, provided that such period
together with all such further extensions of it shall not exceed
60 consecutive months. Upon the termination of any Extended
Interest Payment Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company
may select a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable
during an Extended Interest Payment Period, except at the end of
such Period.
SECTION 3.02. (a) If Illinois Power Capital is the
sole holder of the Series A Debentures at the time the Company
selects an Extended Interest Payment Period, the Company shall
give both Illinois Power Capital and the Trustee written notice
of its selection of such Extended Interest Payment Period one
Business Day prior to the earlier of (i) the next succeeding date
on which dividends on the Series A Preferred Securities are
payable or (ii) the date Illinois Power Capital is required to
give notice of the record date or the date such dividends are
payable to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Series A Preferred
Securities, but in any event not less than one Business Day prior
to such record date. The Company shall cause Illinois Power
Capital to give notice of the Company's selection of such
Extended Interest Payment Period to the holders of the Series A
Preferred Securities.
(b) If Illinois Power Capital is not the sole holder
of the Series A Debentures at the time the Company selects an
Extended Interest Payment Period, the Company shall give the
holders of the Series A Debentures and the Trustee written notice
of its selection of such Extended Interest Payment Period 10
Business Days prior to the earlier of (i) the next succeeding
Interest Payment Date or (ii) the date the Company is required to
give notice of the record or payment date of such interest
payment to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Series A Debentures,
but in any event not less than two Business Days prior to such
record date.
(c) The month in which any notice is given pursuant to
paragraphs (a) or (b) of this Section shall constitute one of the
60 mouths which comprise the maximum Extended Interest Payment
Period.
ARTICLE FOUR
Right of Set-Off
SECTION 4.01. Notwithstanding anything to the contrary
in the Indenture or in this First Supplemental Indenture, the
Company shall have the right to set-off any payment it is
otherwise required to make under the Indenture or hereunder with
and to the extent the Company has previously made, or is
concurrently on the date of such payment making, a payment under
the Guarantee, dated as of October 1, 1994, executed by the
Company and furnished to Illinois Power Capital for the benefit
of the holders of the Series A Preferred Securities.
ARTICLE FIVE
Covenant to List on Exchange
SECTION 5.01. If the Series A Debentures are to be
issued as a Global Debenture in connection with the distribution
of the Series A Debentures to the holders of the Series A
Preferred Securities upon a Dissolution Event, the Company will
use its best efforts to list such Debentures on the New York
Stock Exchange or on such other exchange as the Series A
Preferred Securities are then listed and traded on the same part
of any such exchange.
ARTICLE SIX
Form of Series A Debenture
SECTION 6.01. The Series A Debentures and the
Trustee's Certificate of Authentication to be endorsed on them
are to be substantially in the following forms:
(FORM OF FACE OF DEBENTURE)
[If the Series A Debenture is to be a Global Indenture,
insert _ This Debenture is a Global Debenture within the meaning
of the Indenture referred to below and is registered in the name
of a Depository or a nominee of a Depository. Except as
otherwise provided in Section 2.11 of the Indenture, this
Debenture may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or
to a nominee of such successor Depository.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE OF THIS SERIES A DEBENTURE FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered
owner of this First Supplemental Indenture, Cede & Co., has an
interest in this Debenture.]
No. $_______________
CUSIP No.
ILLINOIS COMMERCE COMMISSION IDENTIFICATION NO. 5906
ILLINOIS POWER COMPANY
9.45% SUBORDINATED DEBENTURE, SERIES A, DUE SEPTEMBER 30, 1994
ILLINOIS POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Illinois (the
"Company," which term includes any successor corporation under
the Indenture), for value received, hereby promises to pay to
_______________ or registered assigns, the principal sum of
__________________________ Dollars on September 30, 2043, and to
pay interest on said principal sum from October 6, 1994 or from
the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly
provided for, monthly in arrears on the last day of each calendar
month of each year, commencing October 31, 1994, at the rate of
9.45% per annum plus Additional Interest, if any, until the
principal of this Debenture shall have become due and payable,
and on any overdue principal and premium, if any, and (to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the
same rate per annum. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on
which interest is payable on this Debenture is not a Business
Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid
to the person in whose name this Debenture (or one or more
Predecessor Debentures, as defined in the Indenture) is
registered at the close of business on the regular record date
for such interest installment[, which shall be the close of
business on the Business Day next preceding such Interest Payment
Date]. [If pursuant to the provisions of Section 2.11(c) of the
Indenture the Series A Debentures are no longer represented by a
Global Debenture, the regular record date shall be the close of
business on the ____ Business Day next preceding such Interest
Payment Date.] Any such interest installment not punctually paid
or duly provided for shall immediately cease to be payable to the
registered holders on such regular record date, and may be paid
to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a special record date to be fixed by the Trustee for the payment
of such defaulted interest, notice of which special record date
shall be given to the registered holders of this series of
Debentures not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Debentures may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the
Indenture. The principal of (and premium, if any) and the
interest on this Debenture shall be payable at the office or
agency of the Company maintained for that purpose in Decatur,
Illinois, in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the
Debenture Register. Notwithstanding the foregoing, so long as
the holder of this Debenture is Illinois Power Capital, L.P.
("Illinois Power Capital"), the payment of the principal of (and
premium, if any) and interest (including Additional Interest, if
any) on this Debenture will be made at such place and to such
account as may be designated by Illinois Power Capital.
The indebtedness evidenced by this Debenture is, to the
extent provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full of all Senior
Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect such Senior
Indebtedness. Each Holder of this Debenture, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes. Each Holder of this Debenture, by such
Holder's acceptance of this Debenture, waives all notice of the
acceptance of the subordination provisions contained in this
Debenture and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or incurred after the date
of this Indenture, and waives reliance by each such Holder upon
said provisions.
This Debenture shall not be entitled to any benefit
under the Indenture, be valid or become obligatory for any
purpose until the Certificate of Authentication on this Debenture
shall have been signed by or on behalf of the Trustee.
Unless the Certificate of Authentication on this
Debenture has been executed by the Trustee referred to on the
reverse side of this Debenture, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
The provisions of this Debenture are contained on the
reverse side of it and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this
Instrument to be executed.
Dated___________________
ILLINOIS POWER COMPANY
[SEAL]
By:
Vice President
Attest:
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of
Debentures described in the within-mentioned Indenture.
The First National Bank of Chicago
as Trustee or as Authentication Agent
By By
Authorized Signatory Authorized
Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of
Debentures of the Company (the "Debentures"), specified in the
Indenture, all issued or to be issued in one or more series under
and pursuant to an Indenture dated as of October 1, 1994, duly
executed and delivered between the Company and The First National
Bank of Chicago, a national banking association duly organized
and existing under the laws of the United States of America, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of October 1, 1994 between the
Company and the Trustee (as so supplemented, the "Indenture"), to
which Indenture and all indentures supplemental to it reference
is made for a description of the rights, limitations of rights,
obligations, duties and immunities under it the Indenture of the
Trustee, the Company and the holders of the Debentures. By the
terms of the Indenture, the Debentures are issuable in series
which may vary as to amount, date of maturity, rate of interest
and in other respects as provided in the Indenture. This series
of Debentures is limited in aggregate principal amount as
specified in said First Supplemental Indenture.
If Illinois Power Capital redeems its 9.45% Cumulative
Monthly Income Preferred Securities, Series A (the "Series A
Preferred Securities") in accordance with their terms, the
Debentures will become due and payable in a principal amount
equal to the aggregate stated liquidation preference of the
Series A Preferred Securities so redeemed, together with any
interest accrued on them, including Additional Interest (the
"Mandatory Prepayment Price"). Any payment of such Mandatory
Prepayment Price shall be made prior to 12:00 noon, New York
time, on the date of such redemption or at such earlier time as
the Company and Illinois Power Capital shall agree. At such time
as there are no Series A Preferred Securities remaining
outstanding and subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem this
Debenture at the option of the Company, without premium or
penalty, in whole or in part at any time on or after October 6,
1999 (an "Optional Redemption"), at a redemption price equal to
100% of the principal amount of this Debenture plus any accrued
but unpaid interest, including any Additional Interest, if any,
to the date of such redemption (the "Optional Redemption Price").
Any redemption pursuant to this paragraph will be made upon not
less than 30 nor more than 60 days' notice, at the Optional
Redemption Price. If the Debentures are only partially redeemed
by the Company pursuant to an Optional Redemption, the Debentures
will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided that if at the time of
redemption, the Debentures are registered as a Global Debenture,
the Depository shall determine by lot the principal amount of
such Debentures held by each Debentureholder to be redeemed.
In the event of redemption of this Debenture in part
only, a new Debenture or Debentures of this series for the
unredeemed portion of this Debenture will be issued in the name
of the Holder of this Debenture upon the cancellation of this
Debenture.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal
of all of the Debentures may be declared, and upon such
declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Debenture upon compliance
by the Company with certain conditions set forth in the
Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the Holders of not
less than a majority in aggregate principal amount of the
Debentures of each series affected at the time outstanding, as
defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights
of the Holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any
Debentures of any series, or reduce the principal amount of them,
or reduce the rate or extend the time of payment of interest on
them, or reduce any premium payable upon the redemption of them,
without the consent of the holder of each Debenture so affected
or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of each Debenture
then outstanding and affected by such reduction. The Indenture
also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debentures of all series at the
time outstanding affected thereby, on behalf of the Holders of
the Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture
and of any Debenture issued in exchange for or in place of this
Debenture (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference in this Debenture to the Indenture and no
provision of this Debenture or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the time and place and at the rate
and in the money prescribed in this Debenture.
The Company shall have the right at any time during the
term of the Debentures, from time to time to extend the interest
payment period of such Debentures to up to 60 consecutive months
(the "Extended Interest Payment Period"), at the end of which
period the Company shall pay all interest then accrued and unpaid
(together with interest on such accrued and unpaid interest at
the rate specified for the Debentures to the extent that payment
of such interest is enforceable under applicable law); provided
that, during such Extended Interest Payment Period the Company
shall not declare or pay any dividend on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its
capital stock or make any guarantee payments with respect to the
foregoing (other than payments on the Guarantee); and provided
further that any such extended interest payment period may only
be selected with respect to the Series A Debentures if an
extended interest payment period of identical length is
simultaneously selected for all Debentures then outstanding under
the Indenture. Prior to the termination of any such Extended
Interest Payment Period, the Company may further extend such
Extended Interest Payment Period, provided that such Period
together with all such further extensions of it shall not exceed
60 consecutive months. At the termination of any such Extended
Interest Payment Period and upon the payment of all accrued and
unpaid interest and any additional amounts then due, the Company
may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain
limitations set forth in it, this Debenture is transferable by
the registered holder of this Debenture on the Debenture Register
of the Company, upon surrender of this Debenture for registration
of transfer at the office or agency of the Company in Decatur,
Illinois accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly
executed by the registered holder of this Debenture or such
holder's attorney duly authorized in writing, upon which one or
more new Debentures of authorized denominations and for the same
aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge
payable in relation to such transfer.
Prior to due presentment for registration of transfer
of this Debenture, the Company, the Trustee, any paying agent and
any Debenture Registrar may deem and treat the registered holder
of this Debenture as the absolute owner of this Debenture
(whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing on this
Debenture made by anyone other than the Debenture Registrar) for
the purpose of receiving payment of or on account of the
principal of this Debenture and premium, if any, and interest due
on this Debenture and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Debenture, or for any claim
based on this Debenture, or otherwise in respect of this
Debenture, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present
or future, as such, of the Company or of any 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 being, by the
acceptance of this Debenture and as part of the consideration for
the issuance of this Debenture, expressly waived and released.
The Debentures of this series are issuable only in
registered form without coupons in denominations of $25 and any
integral multiple of $25. This Global Debenture is exchangeable
for Debentures in definitive form only under certain limited
circumstances set forth in the Indenture. Debentures of this
series so issued are issuable only in registered form without
coupons in denominations of $25 and any integral multiple of $25.
As provided in the Indenture and subject to certain limitations
set forth in this Debenture and the Indenture, Debentures of this
series so issued are exchangeable for a like aggregate principal
amount of Debentures of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
All terms used in this Debenture which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
ARTICLE SEVEN
Original Issue of Series A Debentures
SECTION 7.01. Series A Debentures in the aggregate
principal amount of $97,000,000 plus the amount of capital
contributions made by the Company from time to time as general
partner of Illinois Power Capital, may, upon execution of this
First Supplemental Indenture, or from time to time thereafter, be
executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall upon such execution and
delivery authenticate and deliver said Debentures to or upon the
written order of the Company, signed by its Chairman or any Vice
President and its Treasurer or an Assistant Treasurer, without
any further action by the Company.
ARTICLE EIGHT
Special Covenants of the Company
SECTION 8.01. So long as any Debentures issued in
connection with the application of the proceeds from the issuance
and sale of a series of Series A Preferred Securities remain
outstanding, the Company will (i) remain the sole general partner
of Illinois Power Capital and maintain 100%-ownership of the
general partner interests of Illinois Power Capital; provided
that any permitted successor of the Company under the Indenture
may succeed to its duties as general partner, (ii) contribute
capital to the extent required to maintain its capital at an
amount equal to at least 3% of the total capital contributions to
Illinois Power Capital, (iii) not voluntarily dissolve, wind-up
or terminate Illinois Power Capital, except in connection with a
distribution of Debentures and in connection with certain
mergers, consolidations or amalgamations permitted by the Limited
Partnership Agreement, (iv) timely perform all of its duties as
General Partner (including the duty to pay dividends on the
Preferred Securities of Illinois Power Capital) and (v) use its
reasonable efforts to cause Illinois Power Capital to remain a
limited partnership except in connection with a distribution of
Debentures and in connection with certain mergers, consolidations
or amalgamations permitted by the Limited Partnership Agreement,
and otherwise continue to be treated as a partnership for United
States federal income tax purposes except in connection with a
distribution of Debentures.
ARTICLE NINE
Sundry Provisions
SECTION 9.01. Except as otherwise expressly provided
in this First Supplemental Indenture or in the form of Series A
Debenture or otherwise clearly required by the context of this
First Supplemental Indenture or the form of Series A Debenture,
all terms used in this First Supplemental Indenture or in said
form of Series A Debenture that are defined in the Indenture
shall have the several meanings respectively assigned to them by
the Indenture.
SECTION 9.02. The Indenture, as supplemented by this
First Supplemental Indenture, is in all respects ratified and
confirmed, and this First Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent provided in
this First Supplemental Indenture or in the Indenture.
SECTION 9.03. The recitals contained in this First
Supplemental Indenture are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the
correctness of them. The Trustee makes no representation as to
the validity or sufficiency of this First Supplemental Indenture.
SECTION 9.04. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be affixed unto this First
Supplemental Indenture and attested, on the date or dates
indicated in the acknowledgments and as of the day and year first
above written.
ILLINOIS POWER COMPANY
By: /s/Larry S. Brodsky
-----------------------------
Vice President
Attest:
/s/Gary B. Pasek
- -----------------------
Assistant Secretary
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By: /s/Steven M. Wagner
-----------------------------
Title: Vice President
---------------------
Attest:
/s/L. B. Jenkins
- ------------------------
Title: Trust Officer
------------------
STATE OF ILLINOIS )
) ss.: October 2, 1994
COUNTY OF MACON ) -------- ---
On the 2nd day of October, in the year one thousand
nine hundred ninety-four, before me personally came L.S. Brodsky
and Gary B. Pasek to me known, who, being by me duly sworn, did
depose and say that they are the Vice President and Assistant
Secretary, respectively, of ILLINOIS POWER COMPANY, one of the
corporations described in and which executed the above
instrument; that they know the corporate seal of said
corporation; that the seal affixed to the said instrument is such
corporation seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that they signed
their respective names thereto by like authority.
/s/Richard G. Boersma
----------------------------------
NOTARY PUBLIC
My Commission Expires December 20, 1994
STATE OF ILLINOIS )
) ss.: October 2, 1994
COUNTY OF COOK )
On the 4th day of October, in the year one thousand
nine hundred ninety-four, before me personally came Steven M.
Wagner and L. B. Jenkins to me known, who, being by me duly
sworn, did depose and say that they are the Vice President and
Trust Officer, respectively, of THE FIRST NATIONAL BANK OF
CHICAGO, one of the corporations described in and which executed
the above instrument; that they know the corporate seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation and that they signed their
respective names to the instrument by like authority.
/s/ Ann Longino
-----------------------------------
NOTARY PUBLIC
My Commission Expires May 17, 1998