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CILCORP INC.,
and
THE BANK OF NEW YORK,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of October 18, 1999
$225,000,000 8.700% Senior Notes due 2009
$250,000,000 9.375% Senior Bonds due 2029
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FIRST SUPPLEMENTAL INDENTURE, dated as of October 18, 1999, between
CILCORP Inc., an Illinois corporation ("CILCORP"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee"). Terms not defined
herein shall have the meanings assigned to them in the Indenture (as defined
below).
W I T N E S S E T H:
WHEREAS, Midwest Energy, Inc., an Illinois corporation (the "Company")
and the Trustee are parties to an Indenture, dated as of October 18, 1999 (the
"Indenture"), relating to the Company's 8.700% Senior Notes due 2009 (the
"Notes") and the Company's 9.375% Senior Bonds due 2029 (the "Bonds", and
together with the Notes, the "Securities");
WHEREAS, on October 18, 1999, the Company was merged with and into
CILCORP (the "Merger"), with CILCORP being the surviving corporation in the
Merger;
WHEREAS, CILCORP, as the successor corporation to the Company pursuant
to the Merger is liable for and shall assume all of the Obligations of the
Company under the Indenture and each series of the Securities;
WHEREAS, Section 8.02 of the Indenture requires that CILCORP and the
Trustee enter into a supplemental indenture, without the consent of any Holder
of either series of Securities, immediately following the effective time of the
Merger in order for CILCORP to expressly assume the obligations of the Company
in the Indenture and each series of Securities; and
NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and ratable benefit of the
Holders, as follows:
ARTICLE 1
ASSUMPTION OF OBLIGATIONS
SECTION 1.1. Assumption. CILCORP hereby unconditionally assumes
liability, on and after the effective time of the Merger, for all of the
Obligations of the Company under the Indenture and each series of the
Securities, including the punctual payment when due, whether at stated maturity,
by acceleration or otherwise, of the principal of, premium, if any, and interest
on the Securities according to the terms of the Securities and as more fully
described in the Indenture.
ARTICLE 2
GENERAL PROVISIONS
SECTION 2.1. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
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SECTION 2.2. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part thereof.
SECTION 2.3. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.4. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this First Supplemental Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.
SECTION 2.5. Successors. All covenants and agreements in this First
Supplemental Indenture by CILCORP shall be binding upon and accrue to the
benefit of its respective successors. All covenants and agreements in this First
Supplemental Indenture by the Trustee shall be binding upon and accrue to the
benefit of its successors.
SECTION 2.6. Separability Clause. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 2.7. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this First
Supplemental Indenture.
SECTION 2.8. Governing Law. This First Supplemental Indenture shall be
governed by, and in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this First Supplemental Indenture, as
of the date first above written.
CILCORP INC.
/s/ Paul D. Stinson
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By: Paul D. Stinson
Title: President
THE BANK OF NEW YORK,
as Trustee
/s/ MaryBeth Lewicki
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By: MaryBeth Lewicki
Title: Vice President