Exhibit 4.2
ILLINOIS POWER COMPANY
TO
HARRIS TRUST AND SAVINGS BANK,
as Trustee
------------------
Supplemental Indenture
DATED AS OF JUNE 15, 1999
TO
General Mortgage Indenture and Deed of Trust
DATED AS OF NOVEMBER 1, 1992
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Supplemental Indenture dated as of June 15, 1999 (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 Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of November 1, 1992 (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 Supplemental Identification
Indenture of Series Called
- -------------------- -------------- ------
February 15, 1993 8% Series due 2023 Bonds of the 2023 Series
March 15, 1993 6 1/2% 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 First 2003 Series
October 15, 1993 5 5/8% Series due 2000 Bonds of the Second 2000 Series
November 1, 1993 Pollution Control Series M Bonds of the Pollution Control
Series M
November 1, 1993 Pollution Control Series N Bonds of the Pollution Control
Series N
November 1, 1993 Pollution Control Series O Bonds of the Pollution Control
Series O
April 1, 1997 Pollution Control Series P Bonds of the Pollution Control
Series P
April 1, 1997 Pollution Control Series Q Bonds of the Pollution Control
Series Q
April 1, 1997 Pollution Control Series R Bonds of the Pollution Control
Series R M
March 1, 1998 Pollution Control Series S Bonds of the Pollution Control
Series S
March 1, 1998 Pollution Control Series T Bonds of the Pollution Control
Series T
July 15, 1998 6 1/4% Series due 2002 Bonds of the 2002 Series
September 15, 1998 6% Series due 2003 Bonds of the Second 2003 Series
WHEREAS, the Company desires to create a new series of Bonds to be
issued under the Indenture, to be known as New Mortgage Bonds, 7.50% Series due
2009 (the "New Mortgage Bonds of the 2009 Series"); 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:
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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 NEW MORTGAGE BONDS OF THE 2009 SERIES.
SECTION 1. The Company hereby creates a new series of Bonds to be known
as the "New Mortgage Bonds of the 2009 Series." The New Mortgage Bonds of the
2009 Series 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 commencement of the first interest period shall be June 29, 1999.
All New Mortgage Bonds of the 2009 Series shall mature on June 15, 2009, and
shall bear interest at the rate of SEVEN AND ONE-HALF PER CENT (7.50%) per
annum, payable semi-annually on June 15 and December 15 in each year, commencing
December 15,1999, until the principal sum is paid in full. The person in whose
name any of the New Mortgage Bonds of the 2009 Series are registered at the
close of business on any record date (as hereinafter defined) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such New Mortgage
Bonds of the 2009 Series upon any transfer or exchange subsequent to the record
date and prior to such interest payment date; provided, however, that if and to
the extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid as provided in
Section 3.07 of the Indenture.
The term "record date" as used in this Section with respect to any
interest payment date shall mean the June 1 or December 1, as the case may be,
next preceding the semi-annual interest payment date, or, if such June 1 or
December 1 shall be a legal holiday or a day on which banking institutions in
the City of Chicago, Illinois, are authorized by law to close, then the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
SECTION 2. The New Mortgage Bonds of the 2009 Series shall be issued
only as registered Bonds without coupons of the denomination of $1,000, or any
integral multiple of $1,000, appropriately numbered. The New Mortgage Bonds of
the 2009 Series may be exchanged, upon surrender thereof, at the agency of the
Company in the City of Chicago, Illinois, for one or more New Mortgage Bonds of
the 2009 Series of other authorized denominations, for the same aggregate
principal amount, subject to the terms and conditions set forth in the
Indenture.
New Mortgage Bonds of the 2009 Series may be exchanged or transferred
without expense to the registered owner thereof except that any taxes or other
governmental charges required to be paid with respect to such transfer or
exchange shall be paid by the registered owner requesting such transfer or
exchange as a condition precedent to the exercise of such privilege.
SECTION 3. The New Mortgage Bonds of the 2009 Series and the Trustee's
Certificate of Authentication shall be substantially in the following forms
respectively:
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[FORM OF FACE OF BOND]
ILLINOIS POWER COMPANY
(Incorporated under the laws of the State of Illinois)
NEW MORTGAGE BOND, 7.50% SERIES DUE 2009
No $250,000,000
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 Cede & Co. or registered assigns, the
principal sum of Two Hundred and Fifty Million Dollars ($250,000,000) on June
15, 2009, in any coin or currency of the United States of America which at the
time of payment is legal tender for public and private debts, and to pay
interest thereon in like coin or currency from June 29, 1999, payable
semi-annually on June 15 and December 15 in each year, commencing December 15,
1999, at the rate of SEVEN AND ONE-HALF PER CENT (7.50%) per annum, until the
Company's obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned. The interest so
payable on any June 15 or December 15, will, subject to certain exceptions
provided in the Supplemental Indenture dated as of June 15, 1999, be paid to the
person in whose name this New Mortgage Bond is registered at the close of
business on the immediately preceding June 1 or December 1, as the case may be.
Both principal of, and interest on, this New Mortgage Bond are payable at the
agency of the Company in the City of Chicago, Illinois.
This New Mortgage Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or obligatory
for any purpose, until the form of certificate endorsed hereon shall have been
signed by or on behalf of Harris Trust and Savings Bank, the Trustee under the
Indenture, or a successor trustee thereto under the Indenture (the "Trustee").
The provisions of this New Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
Illinois Commerce Commission No. 6120
IN WITNESS WHEREOF, Illinois Power Company has caused this New Mortgage
Bond to be signed (manually or by facsimile signature) in its name by an
Authorized Executive Officer, as defined in the 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 the
Indenture.
Dated: ILLINOIS POWER COMPANY,
By:
---------------------------
Authorized Executive Officer
(Corporate Seal)
ATTEST:
- -----------------------------------
Authorized Executive Officer
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This New Mortgage Bond is one of the Bonds of the series designated
therein referred to in the within-mentioned Indenture dated as of November 1,
1992 and the Supplemental Indenture dated as of June 15, 1999.
HARRIS TRUST AND SAVINGS BANK,
Trustee
By:
----------------------------
Authorized Signatory
[FORM OF REVERSE OF BOND]
This New Mortgage Bond is one of a duly authorized issue of Bonds of
the Company (the "Bonds") in unlimited aggregate principal amount, of the series
hereinafter specified, all issued and to be issued under and equally secured by
a 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 New Mortgage Bond of the 2009 Series is one of a series
designated as the "New Mortgage Bonds, 7.50% Series Due 2009" (the "New Mortgage
Bonds of the 2009 Series") of the Company, unlimited in aggregate principal
amount, issued under and secured by the Indenture and described in the
supplemental indenture dated as of June 15, 1999 (the "Supplemental Indenture
dated as of June 15, 1999), between the Company and the Trustee, supplemental to
the Indenture.
The New Mortgage Bonds of the 2009 Series are subject to redemption on
the terms and subject to the conditions set forth in the Supplemental Indenture
dated as of June 15, 1999.
In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may be rescinded under certain circumstances.
ARTICLE II.
ISSUE OF NEW MORTGAGE BONDS OF THE 2009 SERIES.
SECTION 1. The Company hereby exercises the right to obtain the
authentication of $250,000,000 principal amount of Bonds pursuant to the terms
of Section 4.02 of the Indenture. All such Bonds shall be New Mortgage Bonds of
the 2009 Series.
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SECTION 2. Such New Mortgage Bonds of the 2009 Series may be
authenticated and delivered prior to the filing for recordation of this
Supplemental Indenture.
ARTICLE III.
REDEMPTION.
The Company at its option may, at any time, redeem the New Mortgage
Bonds of the 2009 Series, in whole or in part (if in part, by lot or by such
other method as the Trustee shall deem fair or appropriate) prior to maturity,
on any date, upon payment of a redemption price equal to the greater of (i) 100%
of the principal amount of the New Mortgage Bonds of the 2009 Series to be
redeemed plus accrued and unpaid interest thereon, if any, from the last
interest payment date to the date of redemption, or (ii) the Make Whole Amount
plus accrued and unpaid interest, if any, from the last interest payment date to
the redemption date.
"Make Whole Amount" means, with respect to a New Mortgage Bond of the
2009 Series at any time, the sum of the present values of the Remaining
Scheduled Payments (as defined below) discounted, on a semiannual basis assuming
a 360-day year consisting of twelve 30-day months), at a rate equal to the
Treasury Rate (as defined below) plus 20 basis points. The Make Whole Amount
shall be computed as of the third Business Day prior to the applicable
redemption date, and certified, by an Investment Banker (as defined below).
"Investment Banker" means an independent investment banking institution
of good standing selected by the Company.
"Remaining Scheduled Payments" means the remaining scheduled payment of
the principal and interest that would be due if such New Mortgage Bonds of the
2009 Series were not redeemed. However, if the redemption date is not a
scheduled interest payment date, the amount of the next succeeding scheduled
interest payment on such New Mortgage Bond of the 2009 Series will be reduced by
the amount of interest accrued on such New Mortgage Bonds of the 2009 Series to
such redemption date.
"Treasury Rate" means an annual rate equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue (as defined below), assuming
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price (as defined below) for
the redemption date. The semiannual equivalent yield to maturity will be
computed as of the third Business Day immediately preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by Salomon Smith Barney Inc. or J.P. Morgan Securities Inc. or their
affiliates as having a maturity comparable to the remaining term of the New
Mortgage Bonds of the 2009 Series that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the New Mortgage Bonds of the 2009 Series.
"Comparable Treasury Price" means the average of three Reference
Treasury Dealer Quotations (as defined below) obtained by the Trustee for the
redemption date.
"Reference Treasury Dealers" means Salomon Smith Barney Inc. and J.P.
Morgan Securities Inc. (so long as they continue to be primary U.S. Government
securities dealers) and
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any one other primary U.S. Government securities dealer chosen by the Company.
If either Salomon Smith Barney Inc. or J.P. Morgan Securities Inc. ceases to be
a primary U.S. Government securities dealer, the Company will appoint in its
place another nationally recognized investment banking firm that is a primary
U.S. Government securities dealer.
"Reference Treasury Dealer Quotation" means the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by a Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding the redemption date.
ARTICLE IV.
AMENDMENT OF INDENTURE.
Section 7.07(a)(iii)(A) is hereby amended by inserting in the fifth
line thereof the words "and all Retired Bonds" immediately following the words
"Bonds then Outstanding."
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.
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IN WITNESS WHEREOF, Illinois Power Company has caused this 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
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 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 Indenture to be attested by its
Secretary or one of its Assistant Secretaries, all as of the date first written
above.
ILLINOIS POWER COMPANY
By
-----------------------------
(CORPORATE SEAL) Robert A. Schultz
Vice President - Finance
ATTEST:
- ------------------------------
Leah Manning Stetzner
Corporate Secretary
HARRIS TRUST AND SAVINGS BANK,
Trustee
By
----------------------------
J. Bartolini
Vice President
(CORPORATE SEAL)
ATTEST:
- ----------------------------
C. Potter
Assistant Secretary
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STATE OF ILLINOIS )
)SS.:
COUNTY OF MACON )
BE IT REMEMBERED, that on this ___ day of _____, 1999, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came Robert A. Schultz, Vice President - Finance and Leah Manning
Stetzner, Corporate Secretary, of Illinois Power Company, a corporation duly
organized, incorporated and existing under the laws of the State of Illinois,
who are personally known to me to be such officers, and who are personally known
to me to be the same persons who executed as such officers the within instrument
of writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such officers,
and as the free and voluntary act of said Illinois Power Company for the uses
and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
Notary Public, Macon County, Illinois
My Commission Expires _______________.
(NOTARIAL SEAL)
STATE OF ILLINOIS )
)SS.:
COUNTY OF COOK )
BE IT REMEMBERED, that on this ____ day of ______, 1999, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came J. Bartolini, Vice President and C. Potter, Assistant Secretary,
of Harris Trust and Savings Bank, a corporation duly organized, incorporated and
existing under the laws of the State of Illinois, who are personally known to me
to be such officers, and who are personally known to me to be the same persons
who executed as such officers the within instrument of writing, and such persons
duly acknowledged that they signed, sealed and delivered the said instrument as
their free and voluntary act as such officers, and as the free and voluntary act
of said Harris Trust and Savings Bank for the uses and purposes therein set
forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
Notary Public, Cook County, Illinois
My Commission Expires _____________.
(NOTARIAL SEAL)
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Return To: This Instrument Was Prepared By:
ILLINOIS POWER COMPANY SCHIFF HARDIN & WAITE
Real Estate Dept. F-14 6600 Sears Tower
500 S. 27th Street 233 South Wacker Drive
Decatur, IL 62525 Chicago, IL 60606
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