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ILLINOIS POWER COMPANY
TO
HARRIS TRUST AND SAVINGS BANK,
as Trustee
Supplemental Indenture
DATED AS OF APRIL 1, 1997
TO
General Mortgage Indenture and Deed of Trust
DATED AS OF NOVEMBER 1, 1992
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SUPPLEMENTAL INDENTURE dated as of April 1, 1997 (the "Supplemental
Indenture"), made by and between ILLINOIS POWER COMPANY, a corporation
organized and existing under the laws of the State of Illinois (the
"Company"), party of the first part, and HARRIS TRUST AND
SAVINGS BANK, a corporation organized and existing under the laws of
the State of Illinois (the "Trustee"), as Trustee under the General
Mortgage Indenture and Deed of Trust dated as of November 1, 1992,
hereinafter mentioned, party of the second part;
WHEREAS, the Illinois Development Finance Authority Act
(20 ILCS 3505/1 et seq.), as amended and supplemented (the "Act"),
authorizes and empowers the Illinois Development Finance Authority, a
political subdivision and body politic and corporate, duly organized
and validly existing under and by virtue of the Constitution and laws of
the State of Illinois ("IDFA") to issue bonds for the refunding of any
bonds deemed necessary in connection with any purpose of IDFA; and
WHEREAS, pursuant to and in accordance with the provisions of the
Illinois Environmental Facilities Financing Act (20 ILCS 3515/1 et
seq.), as amended and supplemented (the "Environmental Act"), IDFA has
heretofore made a loan to the Company for the purpose of financing the
acquisition, construction and installation of the Company's ownership
interest in certain air and water pollution control, sewage and solid
waste disposal facilities, including all machinery and other equipment
required for said facilities, all located at the Company's Clinton
Generating Station near Clinton, in DeWitt County, Illinois (the
"Project"); and
WHEREAS, IDFA has financed a portion of the costs of the Project
as an authorized project under the Environmental Act by the issuance
of three separate series of its Pollution Control Revenue Bonds
(Illinois Power Company Project) Series 1986A in the aggregate
principal amount of $25,000,000; Series 1986B in the aggregate
principal amount of $50,000,000, and Series 1986C in the aggregate
principal amount of $75,000,000 (all of which are currently outstanding)
(the "Prior Bonds") and by loaning the proceeds therefrom
to the Company; and
WHEREAS, IDFA now intends to issue its Adjustable Rate Pollution
Control Revenue Refunding Bonds in the aggregate principal amount of
$150,000,000 in three separate series consisting of (i) $70,000,000
aggregate principal amount Adjustable Rate Pollution Control Revenue
Refunding Bonds, 1997 Series A (Illinois Power Company Project) (the
"Series A IDFA Bonds"), (ii) $45,000,000 aggregate principal amount of
Adjustable Rate Pollution Control Revenue Refunding Bonds, 1997 Series
B (Illinois Power Company Project) (the "Series B IDFA Bonds"), and
(iii) $35,000,000 aggregate principal amount of Adjustable Rate
Pollution Control Revenue Refunding Bonds, 1997 Series C (Illinois
Power Company Project) (the "Series C IDFA Bonds") (the Series A IDFA
Bonds, Series B IDFA Bonds and Series C IDFA Bonds shall collectively
be referred to as the "Related IDFA Bonds") and to lend the proceeds
of the issuance of the Related IDFA Bonds to the Company pursuant to
three separate Loan Agreements each dated as of April 1, 1997
(individually as from time to time amended or modified a "Loan
Agreement" and collectively the "Loan Agreements"), to assist the
Company in refunding on or about June 1, 1997 the Prior Bonds; and
WHEREAS, the Series A IDFA Bonds, Series B IDFA Bonds and Series
C IDFA Bonds will be issued by IDFA pursuant to three separate
Indentures of Trust (as from time to time amended or modified, the
"IDFA Series A Indenture," the "IDFA Series B Indenture" and the "IDFA
Series C Indenture," respectively), each dated as of April 1, 1997
between IDFA and Harris Trust and Savings Bank as Trustee under each
such Indenture (together with any successor in such capacity the "IDFA
Indenture Trustee");
WHEREAS, the Company has heretofore executed and delivered its
General Mortgage Indenture and Deed of Trust dated as of November 1,
1992 as from time to time amended (the "Indenture"), to the Trustee,
for the security of the Bonds of the Company issued and to be issued
thereunder (the "Bonds"); and
WHEREAS, pursuant to the terms and provisions of the Indenture
there were created and authorized by Supplemental Indentures thereto
bearing the following dates, respectively, the New Mortgage Bonds of
the series issued thereunder and respectively identified opposite such
dates:
Date of Identification of Series Called
Supplemental ------------------------ ------
Indenture
------------
February 15, 1993 8% Series due 2023 Bonds of the 2023
Series
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 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
and
WHEREAS, the Company desires to create three new series
of Bonds to be issued under the Indenture to be known as New Mortgage
Bonds, Pollution Control Series P (the "Pollution Control Series P
Bonds"), New Mortgage Bonds, Pollution Control Series Q (the
"Pollution Control Series Q Bonds") and New Mortgage Bonds, Pollution Control
Series R (the "Pollution Control Series R Bonds") to secure its
obligations under the Loan Agreements; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the
Indenture, and pursuant to appropriate resolutions of the Board of
Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a Supplemental Indenture in the form hereof for
the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
THAT Illinois Power Company, in consideration of the
purchase and ownership from time to time of the Bonds and the service by
the Trustee, and its successors, under the Indenture and of One Dollar to
it duly paid by the Trustee at or before the ensealing and delivery of
these presents, the receipt whereof is hereby acknowledged, hereby
covenants and agrees to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the
Bonds as follows:
ARTICLE I.
DESCRIPTION OF POLLUTION CONTROL SERIES P BONDS.
SECTION 1. The Company hereby creates a new series of Bonds to be
known as "Pollution Control Series P Bonds." The Pollution Control
Series P Bonds shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be
subject to, all of the terms, conditions and covenants of the
Indenture, as supplemented and modified. The Pollution Control Series
P Bonds shall be issued only to the IDFA Indenture Trustee as security
for the Company's obligations under the Loan Agreement relating to the
Series A IDFA Bonds. The Company shall not cause any Pollution
Control Series P Bonds to be paid or deemed to be paid prior
to the payment of the Series A IDFA Bonds.
The Pollution Control Series P Bonds shall be dated as provided
in Section 3.03 of Article Three of the Indenture. The Pollution
Control Series P Bonds shall mature at the same time as the Series A
IDFA Bonds, and shall not bear interest.
SECTION 2. The Pollution Control Series P Bonds and the Trustee's
Certificate of Authentication 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)
NEW MORTGAGE BOND, POLLUTION CONTROL SERIES P
No. ________ $80,500,000
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 "IDFA Indenture
Trustee") under the Indenture of Trust relating to the Adjustable Rate
Pollution Control Revenue Refunding Bonds, 1997 Series A (the "Series
A IDFA Bonds"), between the Illinois Development Finance Authority
("IDFA") and the IDFA Indenture Trustee (the "IDFA Series A Indenture"),
or registered assigns, the principal sum of $80,500,000
on the date that the Series A IDFA Bonds mature, 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. This Bond shall not bear
interest. The principal of this Bond is payable at the agency of the
Company in the City of Chicago, Illinois.
This 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 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 Bond
to be signed (manually or by facsimile signature) in its name by an
Authorized Executive Officer, as defined in the aforesaid Indenture,
and its corporate seal (or a facsimile thereof) to be hereto affixed
and attested (manually or by facsimile signature) by an Authorized
Executive Officer, as defined in such Indenture on the date hereof.
Dated __________, 1997 ILLINOIS POWER COMPANY,
By ______________________________
Authorized Executive Officer
ATTEST:
_________________________________
Authorized Executive Officer
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds of the series designated therein
referred to in the within-mentioned Indenture and Supplemental
Indenture dated as of April 1, 1997.
HARRIS TRUST AND SAVINGS BANK,
Trustee,
By ______________________________
Authorized Signatory
[FORM OF REVERSE OF BOND]
This 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 General Mortgage Indenture and Deed of Trust
(the "Indenture"), dated as of November 1, 1992, executed by the
Company to Harris Trust and Savings Bank (the "Trustee"), as Trustee,
to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the properties mortgaged and
pledged, the nature and extent of the security, the rights of
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 provided in the Indenture. This Bond
is one of a series designated as the "New Mortgage Bonds, Pollution
Control Series P" (the "Pollution Control Series P Bonds") of the
Company, unlimited in aggregate principal amount, issued under and
secured by the Indenture and described in the Supplemental Indenture
dated as of April 1, 1997 (the "Supplemental Indenture of April 1,
1997"), between the Company and the Trustee, supplemental to the
Indenture.
This Pollution Control Series P Bond shall not bear interest.
This Pollution Control Series P Bond is subject to redemption in
accordance with the terms of Section 3 of Article I in the
Supplemental Indenture of April 1, 1997.
In case an Event of Default, as defined in the Indenture, shall
occur, the principal of all 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 be
rescinded under certain circumstances.
SECTION 3. The Pollution Control Series P Bonds shall be
redeemed in whole whenever the Trustee receives a written notice from
the trustee under the IDFA Series A Indenture stating that the
principal of any bonds then outstanding under the IDFA Series A
Indenture has been declared to be immediately due and payable pursuant
to the provision of Section 902 thereof. Such redemption shall be on
any date not more than one (1) business day after the receipt of such
notice from the trustee under the IDFA Series A Indenture. Any such
redemption shall be at the redemption price of 100% of the principal
amount of the Bonds to be redeemed, together with accrued interest to
the date selected for redemption. A demand from the trustee under the
IDFA Series A Indenture shall be executed on behalf of such trustee by
its President or a Vice President or a Trust Officer and shall be
deemed received by the Trustee when delivered at its corporate trust
office in Chicago, Illinois. The Trustee may conclusively rely as to
the truth of the statements contained therein upon any such demand.
Subject to the provisions of the Indenture, notice of redemption
of Pollution Control Series P Bonds shall be sent by the Company by
certified mail, postage prepaid, not later than the date fixed for
redemption to the registered owners of such Bonds at their addresses
as the same shall appear, if at all, on the transfer register of the
Company. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not
the holders receive such notice, but failure to give notice by mail,
or any defect in such notice, to the holder of any such Bonds
designated for redemption shall not affect the validity of the
redemption of any other such Bond.
ARTICLE II.
DESCRIPTION OF POLLUTION CONTROL SERIES Q BONDS.
All of the words of Article I of this Supplemental Indenture are
by this reference incorporated in this Article II except:
(a) The words "New Mortgage Bond, Pollution Control Series P"
and "New Mortgage Bonds, Pollution Control Series P" are changed
wherever they appear to "New Mortgage Bond, Pollution Control Series
Q" and "New Mortgage Bonds, Pollution Control Series Q," respectively;
(b) The words "Pollution Control Series P Bond" and "Pollution
Control Series P Bonds" are changed wherever they appear to "Pollution
Control Series Q Bond" and "Pollution Control Series Q Bonds,"
respectively;
(c) The words "Article I" are changed wherever they appear to
"Article II";
(d) The words "Adjustable Rate Pollution Control Revenue
Refunding Bonds, 1997 Series A (Illinois Power Company Project)" are
changed wherever they appear to "Adjustable Rate Pollution Control
Revenue Refunding Bonds, 1997 Series B (Illinois Power Company
Project)";
(e) The words "IDFA Series A Indenture" are changed wherever
they appear to "IDFA Series B Indenture"; and
(f) The amount of $80,500,000 is changed wherever it appears to
$51,750,000.
ARTICLE III.
DESCRIPTION OF POLLUTION CONTROL SERIES R BONDS.
All of the words of Article I of this Supplemental Indenture are
by this reference incorporated in this Article III except:
(a) The words "New Mortgage Bond, Pollution Control Series P"
and "New Mortgage Bonds, Pollution Control Series P" are changed
wherever they appear to "New Mortgage Bond, Pollution Control Series
R" and "New Mortgage Bonds, Pollution Control Series R," respectively;
(b) The words "Pollution Control Series P Bond" and "Pollution
Control Series P Bonds" are changed wherever they appear to "Pollution
Control Series R Bond" and "Pollution Control Series R Bonds,"
respectively;
(c) The words "Article I" are changed wherever they appear to
"Article III";
(d) The words "Adjustable Rate Pollution Control Revenue
Refunding Bonds, 1997 Series A (Illinois Power Company Project)" are
changed wherever they appear to "Adjustable Rate Pollution Control
Revenue Refunding Bonds, 1997 Series C (Illinois Power Company
Project)";
(e) The words "IDFA Series A Indenture" are changed wherever
they appear to "IDFA Series C Indenture"; and
(f) The amount of $80,500,000 is changed wherever it
appears to $40,250,000.
ARTICLE IV.
ISSUE OF POLLUTION CONTROL SERIES P BONDS,
POLLUTION CONTROL SERIES Q BONDS AND POLLUTION CONTROL SERIES R BONDS.
SECTION 1. The Company hereby exercises the right to obtain the
authentication of $172,500,000 principal amount of Bonds pursuant to
the terms of Section 4.02 of the Indenture. Of such Bonds, $80,500,000
shall be Pollution Control Series P Bonds, $51,750,000 shall be
Pollution Control Series Q Bonds and $40,250,000 shall be Pollution
Control Series R Bonds.
SECTION 2. Such Pollution Control Series P Bonds, Pollution
Control Series Q Bonds and Pollution Control Series R Bonds may be
authenticated and delivered prior to the filing for recordation of
this Supplemental Indenture.
ARTICLE V.
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 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 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 Eleven of the Indenture shall apply to
this Supplemental Indenture 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.
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
This Supplemental Indenture 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.
IN WITNESS WHEREOF, said Illinois Power Company has caused this
Supplemental Indenture to be executed on its behalf by an Authorized
Executive Officer as defined in the Indenture, and its corporate seal
to be hereto affixed and said seal and this Supplemental Indenture to
be attested by an Authorized Executive Officer as defined in the
Indenture; and said Harris Trust and Savings Bank, in evidence of its
acceptance of the trust hereby created, has caused this Supplemental
Indenture 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 to be attested by its Secretary
or one of its Assistant Secretaries; all as of the first day of April,
1997.
ILLINOIS POWER COMPANY
By /s/ Larry F. Altenbaumer
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Larry F. Altenbaumer
Senior Vice President and
Chief Financial Officer
(CORPORATE SEAL)
ATTEST:
/s/ Leah Manning Stetzner
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Leah Manning Stetzner
Vice President, General Counsel
and Corporate Secretary
HARRIS TRUST AND SAVINGS BANK,
Trustee
By /s/ J. Bartolini
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J. Bartolini
Vice President
(CORPORATE SEAL)
ATTEST:
/s/ D. G. Donovan
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D. G. Donovan
Assistant Secretary