EXHIBIT 4
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INDENTURE
BETWEEN
CENTRAL ILLINOIS LIGHT COMPANY
AND
BANKERS TRUST COMPANY,
as Trustee under Indenture, dated as of April 1st, 1933, between Illinois
Power Company and Bankers Trust Company, as Trustee, as amended and
supplemented by Indenture between the same parties, dated as of June 30th,
1933, and as supplemented and assumed by Indenture dated as of July 1st,
1933, between Central Illinois Light Company and Bankers Trust Company, as
Trustee, and as amended and supplemented by various Indentures between the
same parties bearing subsequent dates.
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Dated as of November 1, 1994
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INDENTURE dated as of the 1st day of November, 1994 (hereinafter
sometimes referred to as this Supplemental Indenture), between CENTRAL
ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois (hereinafter
sometimes called the Company), party of the first part, and BANKERS TRUST
COMPANY, a corporation of the State of New York, as Trustee under the
Indenture of Mortgage and Deed of Trust between Illinois Power Company and
Bankers Trust Company, as Trustee, dated as of April 1st, 1933 (hereinafter
sometimes called the Trustee), party of the second part, as amended and
supplemented by Supplemental Indenture between said Illinois Power Company
and said Trustee, dated as of June 30th, 1933, and as amended, supplemented
and assumed by Indenture between the Company and said Trustee, dated as of
July 1st, 1933, and as amended and supplemented by various Indentures between
the Company and said Trustee bearing subsequent dates (said Indenture of
Mortgage and Deed of Trust as amended, supplemented and assumed being
hereinafter sometimes referred to as the "Indenture").
WHEREAS, the Indenture provides for the issuance of bonds
thereunder in one or more series, the form of which series of bonds to be
substantially in the form set forth therein with such insertions, omissions
and variations as the Board of Directors of the Company may determine; and
WHEREAS, the Company, by appropriate corporate action in conformity
with the terms of the Indenture, has duly determined to create a series of
bonds under the Indenture to be designated as "First Mortgage Bonds, 12%
Series due 1995" (hereinafter sometimes referred to as the "bonds of the
Twenty-eighth Series"), the bonds of which series are to be limited in
principal amount to an aggregate of $65,000,000, are to consist of registered
bonds without coupons, are to bear interest at the rate per annum set forth
in the title thereof and are to mature October 31, 1995; and
WHEREAS, the Company, by appropriate corporate action in conformity
with the terms of the Indenture, has duly determined to create one or more
additional series of bonds under the Indenture, each such series to be
created on the basis of the cancellation of some or all of the bonds of the
Twenty-eighth Series, or on the basis of bonds so created being themselves
paid, retired or canceled, and designated as "First Mortgage Bonds, Medium
Term Note A Series" (all such series being hereinafter collectively referred
to as the "Medium Term Note A Series"), the bonds of which are to be issued
as registered bonds without coupons and are to bear interest and mature at
the rate per annum (not in excess of 12%) and date set forth on the face
thereof; and
WHEREAS, the definitive registered bonds without coupons of the
Twenty-eighth Series (certain of the provisions of which may be printed on
the reverse side thereof) and the Trustee's certificate of authentication to
be borne by such bonds are to be substantially in the following forms,
respectively:
[GENERAL FORM OF REGISTERED BOND OF THE TWENTY-EIGHTH SERIES]
CENTRAL ILLINOIS LIGHT COMPANY
FIRST MORTGAGE BOND, 12% SERIES DUE 1995
Due October 31, 1995
No. ________ $_____________
CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of
Illinois (hereinafter called the "Company"), for value received, hereby
promises to pay to or registered assigns, on October
31, 1995, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, N. Y., dollars in lawful money of the
United States of America, together with interest thereon from November 1,
1994 at the rate of twelve per centum (12%) per annum in like dollars.
This bond is one of an issue of bonds of the Company, issuable in
series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and equally
secured (except as to any sinking fund established in accordance with the
provisions of the Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture of Mortgage and Deed of Trust dated as of
April 1st, 1933, executed by Illinois Power Company to Bankers Trust Company
(hereinafter sometimes referred to as the "Trustee"), as Trustee, as amended
by Supplemental Indenture dated as of June 30th, 1933, as assumed by the
Company and as amended and supplemented by Indentures between the Company and
the Trustee bearing subsequent dates, including the Supplemental Indenture
dated as of November 1, 1994 (all of which indentures are herein collectively
called the "Mortgage"), to which reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
As more fully described in the Supplemental Indenture establishing
the terms and provisions of the bonds of this series, the Company reserves
the right, without any consent or other action by holders of the bonds of
this series, to amend the Mortgage to provide that: the Mortgage, the rights
and obligations of the Company and the rights of the bondholders may be
modified with the consent of the holders of not less than 60% in principal
amount of the bonds adversely affected; provided, however, that no
modification shall (1) extend the time, or reduce the amount, of any payment
on any bond, without the consent of the holder of each bond so affected, (2)
permit the creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Mortgage, without the consent of the holders of
all bonds then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to approve any
such modification without the consent of the holders of all bonds then
outstanding.
The principal hereof may be declared or may become due on the
conditions, with the effect, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the Mortgage
provided.
The bonds of this series are not redeemable prior to maturity.
The bonds of this series are issuable as registered bonds without
coupons in denominations of $1,000 and authorized multiples of $1,000. In
the manner and upon payment of the charges prescribed in the Mortgage,
registered bonds without coupons of this series may be exchanged for a like
aggregate principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender thereof,
for cancellation, to the Trustee at its principal corporate trust office in
the Borough of Manhattan, The City of New York, N. Y.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, N. Y., upon surrender and cancellation of this bond, and, thereupon, a
new fully registered bond of the same series for a like principal amount will
be issued to the transferee in exchange therefor as provided in the Mortgage,
and upon payment, if the Company shall require it, of the charges therein
prescribed. The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner for the purpose of
receiving payment of or on account of the principal and interest due hereon
and for all other purposes.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any predecessor or successor corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment
or otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms
of the Mortgage.
This bond shall not become obligatory until Bankers Trust Company,
the Trustee under the Mortgage, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has caused this
bond to be signed in its name by its President or a Vice President by a
facsimile of his signature and a facsimile of its corporate seal to be
printed hereon, attested by its Secretary or an Assistant Secretary by a
facsimile of his signature.
Dated
CENTRAL ILLINOIS LIGHT COMPANY
By__________________________________
President
Attest:
_______________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By____________________________
Authorized Officer.
and
WHEREAS, the definitive registered bonds without coupons of each
series of the Medium Term Note A Series (certain of the provisions of which
may be printed on the reverse side thereof) and the Trustee's certificate of
authentication to be borne by such bonds are to be substantially in the
following forms, respectively:
[GENERAL FORM OF REGISTERED BOND OF THE MEDIUM TERM NOTE A SERIES]
CENTRAL ILLINOIS LIGHT COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE A SERIES
No. ________ $_____________
Maturity ______ Interest Rate _______
CUSIP - ICC No. ____
[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 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 LIGHT COMPANY, a corporation of the State of
Illinois (hereinafter called the "Company"), for value received, hereby
promises to pay to or registered assigns, on
___________, _____, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, N. Y., dollars in lawful
money of the United States of America, and to pay to the registered owner
hereof interest thereon from the interest payment date (___________ or
__________) next preceding the date of this bond (or, if this bond is dated
between the record date for any interest payment date and such interest
payment date, then from such interest payment date), at the rate of
________________ per centum (_____%) per annum in like dollars, payable at
its office or agency on ____________ and _____________ in each year, until
the Company's obligation with respect to the payment of such principal shall
have been discharged. The interest so payable on any ____________ or
__________ will, subject to certain exceptions provided in the Mortgage
hereinafter mentioned, be paid to the person in whose name this bond is
registered at the close of business on the record date, which shall be the
__________ or __________, as the case may be, next preceding such interest
payment date, or, if such __________ or __________ shall be a legal holiday
or a day on which banking institutions in the Borough of Manhattan, The City
of New York, N. Y., are authorized by law to close, the next preceding day
which shall not be a legal holiday or a day on which such institutions are so
authorized to close.
This bond is one of an issue of bonds of the Company, issuable in
series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and equally
secured (except as to any sinking fund established in accordance with the
provisions of the Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture of Mortgage and Deed of Trust dated as of
April 1st, 1933, executed by Illinois Power Company to Bankers Trust Company
(hereinafter sometimes referred to as the "Trustee"), as Trustee, as amended
by Supplemental Indenture dated as of June 30th, 1933, as assumed by the
Company and as amended and supplemented by Indentures between the Company and
the Trustee bearing subsequent dates, including the Supplemental Indenture
dated as of November 1, 1994 (all of which indentures are herein collectively
called the "Mortgage"), to which reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
As more fully described in the Supplemental Indenture establishing
the terms and provisions of the bonds of this series, the Company reserves
the right, without any consent or other action by holders of the bonds of
this series, to amend the Mortgage to provide that: the Mortgage, the rights
and obligations of the Company and the rights of the bondholders may be
modified with the consent of the holders of not less than 60% in principal
amount of the bonds adversely affected; provided, however, that no
modification shall (1) extend the time, or reduce the amount, of any payment
on any bond, without the consent of the holder of each bond so affected, (2)
permit the creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Mortgage, without the consent of the holders of
all bonds then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to approve any
such modification without the consent of the holders of all bonds then
outstanding.
The principal hereof may be declared or may become due on the
conditions, with the effect, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the Mortgage
provided.
The redemption provisions applicable to the bonds of this series
are as follows: ___________
_____________________________________________________________________________
________________
The bonds of this series are issuable as registered bonds without
coupons in denominations of $1,000 and authorized multiplies of $1,000. In
the manner and upon payment of the charges prescribed in the Mortgage,
registered bonds without coupons of this series may be exchanged for a like
aggregate principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender thereof,
for cancellation, to the Trustee at its principal corporate trust office in
the Borough of Manhattan, The City of New York, N. Y.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, N. Y., upon surrender and cancellation of this bond, and, thereupon, a
new fully registered bond of the same series for a like principal amount will
be issued to the transferee in exchange therefor as provided in the Mortgage,
and upon payment, if the Company shall require it, of the charges therein
prescribed. The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner for the purpose of
receiving payment of or on account of the principal and interest due hereon
and for all other purposes.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any predecessor or successor corporation, under any
rule of law, statute or constitution or by the enforcement of any assessment
or otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms
of the Mortgage.
Bonds of this series are to be issued initially under a book-entry
only system and, except as hereinafter provided, registered in the name of
The Depository Trust Company, New York, New York ("DTC") or its nominee,
which shall be considered to be the holder of all of bonds of this series for
all purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and receipt
of notices and exercise of rights of holders of such bonds of this series.
There shall be a single bond of this series which shall be immobilized in the
custody of DTC with the owners of book-entry interests in bonds of this
series ("Book-Entry Interests") having no right to receive bonds of this
series in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book-entry on the system maintained
and operated by DTC, its participants (the "Participants") and certain
persons acting through the Participants. Transfers of ownership of Book-
Entry Interests are to be made only by DTC and the Participants by that book-
entry system, the Company and the Trustee having no responsibility therefor
so long as bonds of this series are registered in the name of DTC or its
nominee. DTC is to maintain records of the positions of Participants in
bonds of this series, and the Participants and persons acting through
Participants are to maintain records of the purchasers and owners of Book-
Entry Interests. If DTC or its nominee determines not to continue to act as
a depository for the bonds of this series in connection with a book-entry
only system, another depository, if available, may act instead and the single
bond of this series will be transferred into the name of such other
depository or its nominee, in which case the above provisions will continue
to apply but to the new depository. If the book-entry only system for bonds
of this series is discontinued for any reason upon surrender and cancellation
of the single bond of this series registered in the name of the then
depository or its nominee, new registered bonds of this series will be issued
in authorized denominations to the holders of Book-Entry Interests in
principal amounts coinciding with the amounts of such Book-Entry Interests
shown on the book-entry system immediately prior to the discontinuance
thereof. Neither the Trustee nor the Company shall be responsible for the
accuracy of the interests shown on that system.
This bond shall not become obligatory until Bankers Trust Company,
the Trustee under the Mortgage, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has caused this
bond to be signed in its name by its President or a Vice President by a
facsimile of his signature and a facsimile of its corporate seal to be
printed hereon, attested by its Secretary or an Assistant Secretary by a
facsimile of his signature.
Dated
CENTRAL ILLINOIS LIGHT COMPANY
By_________________________________
President
Attest:
_______________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By____________________________
Authorized Officer.
WHEREAS, all things necessary to make the bonds of the Twenty-
eighth Series and the bonds of each series of the Medium Term Note A Series
when authenticated by the Trustee and issued as in the Indenture provided,
the valid, binding and legal obligations of the Company, entitled in all
respects to the security of the Indenture, have been done and performed, and
the creation execution and delivery of this Supplemental Indenture have in
all respects been duly authorized; and
WHEREAS, the Company and the Trustee deem it advisable to enter
into this Supplemental Indenture for the purpose of describing the bonds of
the Twenty-eighth Series and each of the Medium Term Note A Series and of
providing the terms and conditions of redemption thereof;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That
Central Illinois Light Company, in consideration of the premises and of one
dollar to it duly paid by the Trustee at or before the unsealing and delivery
of these presents, the receipt whereof is hereby acknowledged, and of the
purchase and acceptance of the bonds issued or to be issued hereunder by the
holders or registered owners thereof, and in order to secure the payment both
of the principal and interest of all bonds at any time issued and outstanding
under the Indenture, according to their tenor and effect, and the performance
of all of the provisions of the Indenture and of said bonds, hath granted,
bargained, sold, released, conveyed, assigned, transferred, pledged, set over
and confirmed and by these presents doth grant, bargain, sell, release,
convey, assign, transfer, pledge, set over and confirm unto Bankers Trust
Company, as Trustee, and to its successor or successors in said trust, and to
it and their assigns forever, all the properties of the Company located in
the various counties in the State of Illinois described in Schedule A (which
is identified by the signature of an officer of each party hereto at the end
thereof) hereto annexed and made a part hereof.
And all other property, real, personal and mixed, tangible and
intangible of the character described in the granting clauses of the
aforesaid Indenture of Mortgage and Deed of Trust dated as of April 1st, 1933
or in any indenture supplemental thereto acquired by the Company on or after
the date of the execution and delivery of said Indenture of Mortgage and Deed
of Trust (except any in said Indenture of Mortgage and Deed of Trust or in
any indenture supplemental thereto expressly excepted) now owned or hereafter
acquired by the Company and wheresoever situated.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Article XI of the Indenture),
the tolls, rents, revenues, issues, earnings, income, product and profits
thereof, and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property and franchises and every part and
parcel thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Indenture,
for those who shall hold the bonds and coupons issued and to be issued
thereunder, or any of them, without preference, priority or distinction as to
lien of any of said bonds and coupons over any others thereof by reason of
priority in the time of the issue or negotiation thereof, or otherwise
howsoever, subject, however, to the provisions in reference to extended,
transferred or pledged coupons and claims for interest set forth in the
Indenture (and subject to any sinking funds that may be created for the
benefit of any particular series).
PROVIDED, HOWEVER, and these presents are upon the condition that,
if the Company, its successors or assigns, shall pay or cause to be paid, the
principal of and interest on said bonds, at the times and in the manner
stipulated therein and herein, and shall keep, perform and observe all and
singular the covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of the
Company, then this Supplemental Indenture and the estate and rights hereby
granted shall cease, determine and be void, otherwise to be and remain in
full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by the Company that
all such bonds and coupons are to be issued, authenticated and delivered, and
that all property subject or to become subject hereto is to be held, subject
to the further covenants, conditions, uses and trusts in the Indenture set
forth, and the Company, for itself and its successors and assigns, does
hereby covenant and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall hold said bonds
as follows:
SECTION 1. The bonds of the Twenty-eighth Series shall mature on
the date appearing in the form of bond relating thereto hereinbefore set
forth, shall bear interest at the annual rate designated in the title
thereof, payable at maturity, and shall be designated as the Company's First
Mortgage Bonds of the series hereinbefore set forth. Both principal of and
interest on the bonds shall be payable in lawful money of the United States
of America at the office or agency of the Company in the Borough of
Manhattan, The City of New York, N. Y.
Definitive bonds of the Twenty-eighth Series will be issued,
originally or otherwise, only as registered bonds without coupons; and they
and the Trustee's certificate of authentication shall be substantially in the
forms hereinbefore recited, respectively. Registered bonds of the Twenty-
eighth Series may be issued in any one or more denominations of $1,000 and
authorized multiples of $1,000. In the manner and upon payment of the charges
prescribed in the Indenture, registered bonds without coupons of the Twenty-
eighth Series may be exchanged for a like aggregate principal amount of fully
registered bonds of other authorized denominations of the same series, upon
presentation and surrender thereof for cancellation, to the Trustee at its
principal corporate trust office in the Borough of Manhattan, The City of New
York, N. Y. However, notwithstanding the provisions of Section 14 of the
Indenture, no charge shall be made upon any transfer or exchange of bonds of
said series other than for any tax or taxes or other governmental charge
required to be paid by the Company.
Except as provided in this Section, every registered bond without
coupons of the Twenty-eighth Series shall be dated and shall bear interest as
provided in Section 12 of the Indenture.
Bonds of the Twenty-eighth Series shall not be redeemable prior to
maturity.
SECTION 2. The bonds of each series of the Medium Term Note A
Series shall be designated as the Company's First Mortgage Bonds of the
Medium Term Note A Series. The date of maturity applicable to, and the rate
of interest borne by, the bonds of the Medium Term Note A Series may differ
between series but shall be the same within any particular series. The date
of maturity of any particular series of the Medium Term Note A Series and the
interest rate to be borne thereby, respectively, shall be the tenth
anniversary of the original date of issuance thereof and twelve per centum
(12%) per annum unless a Resolution is adopted establishing a different
maturity date (not less than nine months nor more than thirty years from the
original date of issuance of the series involved) or a lower interest rate,
or both, in which case such different maturity date or interest rate shall
apply. In all cases, the applicable maturity date and interest rate shall be
set forth on each bond of the Medium Term Note A Series prior to its
issuance. Interest on the bonds of any particular series of the Medium Term
Note A Series shall be payable semi-annually based on the six months
anniversary of the original date of issuance of the series involved or as
otherwise set forth in a Resolution. Both principal of and interest on the
bonds shall be payable in lawful money of the United States of America at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, N. Y.
Definitive bonds of the Medium Term Note A Series will be issued,
originally or otherwise, only as registered bonds without coupons; and they
and the Trustee's certificate of authentication shall be substantially in the
forms hereinbefore recited, respectively. Registered bonds of the Medium
Term Note A Series may be issued in any one or more denominations of $1,000
and authorized multiples of $1,000. In the manner and upon payment of the
charges prescribed in the Indenture, registered bonds without coupons of a
particular series of bonds of the Medium Term Note A Series may be exchanged
for a like aggregate principal amount of fully registered bonds of other
authorized denominations of the same series, upon presentation and surrender
thereof for cancellation, to the Trustee at its principal corporate trust
office in the Borough of Manhattan, The City of New York, N. Y. However,
notwithstanding the provisions of Section 14 of the Indenture, no charge
shall be made upon any transfer or exchange of bonds of said series other
than for any tax or taxes or other governmental charge required to be paid by
the Company.
The person in whose name any registered bond without coupons of the
Medium Term Note A Series is registered at the close of business on any
record date (as hereinbelow 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 registered bond upon
any transfer or exchange thereof subsequent to the record date and prior to
such interest payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, in
which case such defaulted interest shall be paid to the person in whose name
such bond is registered on the date of payment of such defaulted interest or
on a subsequent record date for such payment if one shall have been
established as hereinafter provided. A subsequent record date may be
established by the Company by notice mailed to the holders of bonds not less
than ten days preceding such record date, which record date shall be not more
than thirty days prior to the subsequent interest payment date. The term
"record date" as used in this Section with respect to any regular interest
payment date shall mean the fifteenth day prior to such interest payment
date, or, if such fifteenth day shall be a legal holiday or a day on which
banking institutions in the Borough of Manhattan, The City of New York, N.
Y., are authorized by law to close, the next preceding day which shall not be
a legal holiday or a day on which such institutions are so authorized to
close.
Except as provided in this Section, every registered bond without
coupons of the Medium Term Note A Series shall be dated and shall bear
interest as provided in Section 12 of the Indenture; provided, however, that,
so long as there is no existing default in the payment of interest on the
bonds, the holder of any bond authenticated by the Trustee between the record
date for any interest payment date and such interest payment date shall not
be entitled to the payment of the interest due on such interest payment date
and shall have no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default in the payment
of the interest due on such interest payment date, then any such bonds shall
bear interest from the interest payment date next preceding the date of such
bond, to which interest has been paid or, if the Company shall be in default
with respect to the interest due on the first interest payment date therefor,
then from the original date of issuance thereof.
Bonds of any particular series of the Medium Term Note A Series
shall not be redeemable prior to their maturity unless a Resolution is
adopted specifying that the bonds of such series are redeemable prior to
their maturity and the circumstances under which such redemption may or shall
take place. If redemption terms are established for any series of the Medium
Term Note A Series, such terms shall be set forth on each bond of that series
prior to the issuance thereof. Redemption of any bonds of the Medium Term
Note A Series shall be in the manner provided in Article X of the Indenture,
upon notice given by mailing the same to the holders of bonds not less than
thirty days and not more than forty-five days prior to the date of
redemption, at the principal amounts of the bonds so to be redeemed and
accrued interest to the date of redemption.
If applicable to the redemption provisions established for bonds of
the Medium Term Note A Series, the term "maintenance provisions of the
Indenture" shall mean the provisions of Section 43 of the Indenture; and the
term "proceeds of property released pursuant to the provisions of Section 68
of the Indenture" shall mean the proceeds of any of the mortgaged and pledged
property taken by exercise of the power of eminent domain or purchased by any
governmental body or agency in the exercise of any right which it may have to
purchase any part of the mortgaged and pledged property and which shall have
been paid over to the Trustee pursuant to the provisions of Section 68 of the
Indenture, including any cash received by the Trustee on account of the
principal of any obligations secured by purchase money mortgage upon any
property so taken or purchased.
SECTION 3 The Company reserves the right, without any consent or
other action by holders of the bonds of the Twenty-eighth Series or any
series of the Medium Term Note A Series, or any subsequent series of bonds,
to amend the Indenture by inserting the following language as Section 115A
immediately following current Section 115 of the Indenture:
"SECTION 115A. With the consent of the holders of not less than
sixty per centum (60%) in principal amount of the bonds at the time
outstanding or their attorneys-in-fact duly authorized, or, if the
rights of the holders of one or more, but not all, series then
outstanding are affected, the consent of the holders of not less than
sixty per centum (60%) in aggregate principal amount of the bonds at the
time outstanding of all affected series, taken together, and not any
other series, the Company, when authorized by a resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or modifying the rights
and obligations of the Company and the rights of the holders of any of
the bonds and coupons; provided, however, that no such supplemental
indenture shall (1) extend the maturity of any of the bonds or reduce
the rate or extend the time of payment of interest thereon, or reduce
the amount of the principal thereof, or reduce any premium, payable on
the redemption thereof or change the coin or currency in which any bond
or interest thereon is payable, without the consent of the holder of
each bond so affected, or (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of this
Indenture, without the consent of the holders of all the bonds then
outstanding, or (3) reduce the aforesaid percentage of the principal
amount of bonds the holders of which are required to approve any such
supplemental indenture, without the consent of the holders of all the
bonds then outstanding. For the purposes of this Section, bonds shall
be deemed to be affected by a supplemental indenture if such
supplemental indenture adversely affects or diminishes the rights of
holders thereof against the Company or against its property.
Upon the written request of the Company, accompanied by a
resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
bondholders as aforesaid (the instrument or instruments evidencing such
consent to be dated within one year of such request), the Trustee shall
join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture. The Trustee shall be entitled to
receive and, subject to Section 102 of the Indenture and Article Four of
the Supplemental Indenture dated as of April 1st, 1940, may rely upon,
an opinion of counsel as conclusive evidence that any such supplemental
indenture is authorized or permitted by the provisions of this Section.
It shall not be necessary for the consent of the bondholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.
The Company and the Trustee, if they so elect, and either before or
after such 60% or greater consent has been obtained, may require the
holder of any bond consenting to the execution of any such supplemental
indenture to submit his bond to the Trustee or to such bank, banker or
trust company as may be designated by the Trustee for the purpose, for
the notation thereon of the fact that the holder of such bond has
consented to the execution of such supplemental indenture, and in such
case such notation, in form satisfactory to the Trustee, shall be made
upon all bonds so submitted, and such bonds bearing such notation shall
forthwith be returned to the persons entitled thereto. All subsequent
holders of bonds bearing such notation shall be deemed to have consented
to the execution of such supplemental indenture, and consent, once given
or deemed to be given, may not be withdrawn.
Prior to the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Company shall publish a notice, setting forth in general terms the
substance of such supplemental indenture, at least once in one daily
newspaper of general circulation in each city in which the principal of
any of the bonds shall be payable, or, if all bonds outstanding shall be
registered bonds without coupons or coupon bonds registered as to
principal, such notice shall be sufficiently given if mailed, first
class, postage prepaid, and registered if the Company so elects, to each
registered holder of bonds at the last address of such holder appearing
on the registry books, such publication or mailing, as the case may be,
to be made not less than thirty days prior to such execution. Any
failure of the Company to give such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such
supplemental indenture."
SECTION 4. As supplemented and amended by this Supplemental
Indenture, the Indenture is in all respects ratified and confirmed, and this
Supplemental Indenture and all the terms and conditions herein contained
shall be deemed a part thereof.
SECTION 5. Except as herein otherwise expressly provided, no
duties, responsibilities or liabilities are assumed, or shall be construed to
be assumed, by the Trustee by reason of this Supplemental Indenture, other
than as set forth in the Indenture as heretofore amended and supplemented.
The Trustee shall not be responsible for the recitals herein or in the bonds
(other than in the authentication certificate of the Trustee), all of which
are made by the Company solely.
SECTION 6. This Supplemental Indenture may be executed in several
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY, party of the
first part hereto, and BANKERS TRUST COMPANY, party of the second part
hereto, have caused these presents to be executed in their respective names
by their respective Presidents or one of their Vice Presidents or one of
their Assistant Vice Presidents or their respective Treasurers and their
respective seals to be hereunto affixed and attested by their respective
Secretaries or one of their Assistant Secretaries or, in the case of the
Trustee, by one of their Assistant Treasurers, all as of the day and year
first above written.
CENTRAL ILLINOIS LIGHT COMPANY,
By /s/ WILLIAM R. DODDS
William R. Dodds
Treasurer
[SEAL]
Attest: /s/ JOHN G. SAHN
John G. Sahn
Secretary
Signed, sealed and acknowledged on behalf
of CENTRAL ILLINOIS LIGHT COMPANY in
the presence of:
/s/ D.F. SALRIN
/s/ P.M. AUSTIN
BANKERS TRUST COMPANY,
By /s/ ROBERT CAPORALE
Robert Caporale
Vice President
[SEAL]
Attest: /s/ SCOTT THIEL
Scott Thiel
Assistant Treasurer
Signed, sealed and acknowledged on behalf
of BANKERS TRUST COMPANY in the
presence of:
/s/ DENISE MITCHELL
/s/ MICHEL WATS
STATE OF ILLINOIS )
) ss:
COUNTY OF PEORIA )
On this 18th day of November, 1994, before me personally came W.R.
Dodds, to me known, who being by me duly sworn, did depose and say that he
resides at 241 New Salem Dr., Canton, Illinois 61520; that he is Treasurer of
CENTRAL ILLINOIS LIGHT COMPANY, the corporation described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that he signed his name thereto by like order.
/s/ WILMA E. WARD
Notary Public, State of Illinois
[SEAL] My Commission Expires 3-9-95
STATE OF ILLINOIS )
) ss:
COUNTY OF PEORIA )
I, Wilma E. Ward, do hereby certify that W.R. Dodds and J.G. Sahn,
personally known to me to be the same persons whose names are, respectively,
as Treasurer and Secretary of CENTRAL ILLINOIS LIGHT COMPANY, a corporation
of the State of Illinois, subscribed to the foregoing instrument, appeared
before me this day in person and severally acknowledged that they, being
thereunto duly authorized, signed, sealed with the corporate seal and
delivered the said instrument as the free and voluntary act of said
corporation and as their own free and voluntary act for the uses and purposes
therein set forth.
Dated, November 18, 1994.
/s/ WILMA E. WARD
Notary Public, State of Illinois
[SEAL] My Commission Expires 3-9-95
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 18th day of November, 1994, before me personally came
Robert Caporale, to me known, who being by me duly sworn, did depose and say
that he resides at 25 Lake Street, White Plains, New York 10603; that he is a
Vice President of BANKERS TRUST COMPANY, the corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that he signed his name thereto by like order.
/s/ KAREN J. MORENA
Notary Public, State of New York
No. 41-4991083
Qualified in Queens County
Commission Expires Jan. 21, 1996
[SEAL]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
I, Karen J. Morena, do hereby certify that Robert Caporale and
Scott Thiel, personally known to me to be the same persons whose names are,
respectively, as Vice President and Treasurer of BANKERS TRUST COMPANY, a
corporation of the State of New York, subscribed to the foregoing instrument,
appeared before me this day in person and severally acknowledged that they,
being thereunto duly authorized, signed, sealed with the corporate seal and
delivered the said instrument as the free and voluntary act of said
corporation and as their own free and voluntary act for the uses and purposes
therein set forth.
/s/ KAREN J. MORENA
Notary Public, State of New York
No. 41-4991083
Qualified in Queens County
Commission Expires Jan. 21, 1996
Dated, November 18, 1994.
[SEAL]
SCHEDULE A
Detailed Description of Additional Properties
A. Real Estate in Champaign County
Lot 1 of Glover Substation Site Subdivision as shown in Plat Book CC, Page 4
(Document No. 94R14067) and recorded on May 25, 1994 in the Champaign County
Recorder's Office, being a part of the Northwest Quarter of the Northeast
Quarter of Section 12, St. Joseph Township, Township 19 North, Range 10, East
of the Third Principal Meridian and containing 2.112 acres.
Part of old Tax I.D. #28-22-12-200-004
Signed for identification
/s/ J.G. SAHN
J.G. Sahn, Secretary
Central Illinois Light Company
/s/ ROBERT CAPORALE
Robert Caporale, Vice President
Bankers Trust Company