UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

October 1, 2010

 

 

 

Commission File Number

 

Exact Name of Registrant as

Specified in Charter;

State of Incorporation;

Address and Telephone Number

 

IRS Employer

Identification Number

1-14756  

  Ameren Corporation

  (Missouri Corporation)

  1901 Chouteau Avenue

  St. Louis, Missouri 63103

  (314) 621-3222

 

43-1723446

1-3672  

  Ameren Illinois Company

  (Illinois Corporation)

  300 Liberty Street

  Peoria, Illinois 61602

  (309) 677-5271

 

37-0211380

Former Name or Address, if Changed Since Last Report

Ameren Illinois Company’s former name and address were:

Central Illinois Public Service Company

607 East Adams Street

Springfield, Illinois 62739

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2010, Central Illinois Public Service Company (“CIPS”), Central Illinois Light Company (“CILCO”) and Illinois Power Company (“IP”) completed the previously announced merger whereby CILCO and IP merged with and into CIPS, with CIPS as the surviving entity (the “Merger”), pursuant to the terms of the agreement and plan of merger (the “Agreement”), dated as of April 13, 2010, among CIPS, CILCO and IP. Upon consummation of the Merger, CIPS’ name was changed to “Ameren Illinois Company” (“Ameren Illinois”) and the separate legal existence of CILCO and IP terminated. Prior to the Merger, each of CIPS, CILCO and IP was a registrant subsidiary of Ameren Corporation (“Ameren”).

In accordance with the terms of the Agreement, (i) all shares of CILCO and IP common stock outstanding immediately prior to the effective time of the Merger, all of which were owned by Ameren, were cancelled without payment, (ii) all shares of each series of IP preferred stock outstanding immediately prior to the effective time of the Merger were automatically converted into shares of a newly created series of Ameren Illinois preferred stock having the same payment and redemption terms as the existing series of IP preferred stock, except to the extent that IP preferred shareholders exercised their dissenters’ rights in accordance with Illinois law, and (iii) each outstanding share of CIPS common and preferred stock remains outstanding, except to the extent that CIPS preferred shareholders exercised their dissenters’ rights in accordance with Illinois law. No fractional shares of Ameren Illinois preferred stock were issued in the Merger. Holders of IP preferred stock prior to the Merger who would otherwise have been entitled to receive a fraction of a share of Ameren Illinois preferred stock as a result of the Merger will receive cash in lieu of such fractional shares, as determined in accordance with the Agreement. Prior to the Merger, but after consenting to the Merger, Ameren contributed to the capital of IP, without the payment of any consideration, all of the IP preferred stock owned by Ameren.

The foregoing description of the Agreement and the Merger is not complete and is qualified in its entirety by reference to the Agreement, a copy of which was previously filed as Annex A to Part I of CIPS’ Registration Statement on Form S-4, File No. 333-166095, and is incorporated herein by reference.

On October 1, 2010, subsequent to the consummation of the Merger, Ameren Illinois distributed all of the shares of common stock of AmerenEnergy Resources Generating Company (“AERG”) owned by Ameren Illinois to Ameren, and Ameren subsequently contributed such shares of common stock to its subsidiary, Ameren Energy Resources Company LLC. The distribution was accounted for as a spin-off. Ameren Illinois transferred AERG to Ameren based on AERG’s carrying value.

 

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

CILCO

On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois and The Bank of New York Mellon Trust Company, N.A. (as trustee) (the “CILCO Senior Note Trustee”) entered into a First Supplemental Indenture (the “CILCO Senior Note Supplemental Indenture”) to the Indenture, dated as of June 1, 2006 (the “CILCO Senior Note Indenture”), between CILCO and the CILCO Senior Note Trustee. Pursuant to the CILCO Senior Note Supplemental Indenture, Ameren Illinois assumed the due and punctual payment of the principal of (and premium, if any) and interest on the 8.875% senior secured notes due 2013 (the “8.875% Notes”), the 6.20% senior secured notes due 2016 (the “6.20% Notes”) and the 6.70% senior secured notes due 2036 (the “6.70% Notes”) outstanding under the CILCO Senior Note Indenture and the performance of every covenant of the CILCO Senior Note Indenture to be performed or observed by CILCO. As of October 1, 2010, the outstanding principal amount of the 8.875% Notes was $150 million, the outstanding principal amount of the 6.20% Notes was $54 million and the outstanding principal amount of the 6.70% Notes was $42 million.

On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois executed and delivered to the Village of Bryant, Illinois (“VBI”) separate Instruments of Assumption (the “CILCO Assumption Instruments”) with respect to each of the Financing Agreement, dated as of August 1, 1992 (the “1992 Financing Agreement”), between CILCO and VBI, and the Financing Agreement, dated as of August 1, 1993 (the “1993 Financing Agreement,” and together with the 1992 Financing Agreement, the “CILCO Financing Agreements”), between CILCO and VBI. Pursuant to the CILCO Assumption Instruments, Ameren Illinois assumed all of the obligations of CILCO under the CILCO Financing Agreements and the first mortgage bonds issued to secure CILCO’s obligations under the CILCO Financing Agreements relating to the VBI 6.20% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1992B (the “1992B Series Bonds”) and the VBI 5.90% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1993 (the “1993 Series Bonds”), respectively. As of October 1, 2010, the outstanding principal amount of the 1992B Series Bonds was $1 million and the outstanding principal amount of the 1993 Series Bonds was $32 million.


On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois and Deutsche Bank Trust Company Americas (as trustee) (the “CILCO Mortgage Trustee”) entered into an Indenture (the “CILCO Mortgage Supplemental Indenture”) supplemental to the Indenture of Mortgage and Deed of Trust dated as of April 1, 1933 (the “CILCO Mortgage”) between CILCO and the CILCO Mortgage Trustee. Pursuant to the CILCO Mortgage Supplemental Indenture, Ameren Illinois assumed the due and punctual payment of the principal of (and premium, if any) and interest on the bonds issued under the CILCO Mortgage in accordance with the provisions of such bonds and the CILCO Mortgage, and agreed to perform and fulfill all the covenants and conditions of the CILCO Mortgage to be kept or performed by CILCO. As of October 1, 2010, the bonds outstanding under the CILCO Mortgage were (i) $150 million principal amount of First Mortgage Bonds, Senior Note Series CC, $42 million principal amount of First Mortgage Bonds, Senior Note Series BB, and $54 million principal amount of First Mortgage Bonds, Senior Note Series AA, all issued to the CILCO Senior Note Trustee to secure the notes outstanding under the CILCO Senior Note Indenture, (ii) $32 million principal amount of First Mortgage Bonds, Pollution Control Refunding Series H due 2023 issued to secure CILCO’s obligations under the 1993 Financing Agreement relating to the 1993 Series Bonds, and (iii) $1 million principal amount of First Mortgage Bonds, Pollution Control Refunding Series G due 2012 issued to secure CILCO’s obligations under the 1992 Financing Agreement relating to the 1992B Series Bonds. The CILCO Mortgage Supplemental Indenture limited the lien of the CILCO Mortgage to the mortgaged property owned by CILCO immediately prior to the Merger and certain property acquired by Ameren Illinois after the Merger.

IP

On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois and The Bank of New York Mellon Trust Company, N.A. (as trustee) (the “IP Senior Note Trustee”) entered into a First Supplemental Indenture (the “IP Senior Note Supplemental Indenture”) to the Indenture, dated as of June 1, 2006 (the “IP Senior Note Indenture”), between IP and the IP Senior Note Trustee. Pursuant to the IP Senior Note Supplemental Indenture, Ameren Illinois assumed the due and punctual payment of the principal of (and premium, if any) and interest on the 6.250% senior secured notes due 2016 (the “2016 6.250% Notes”), the 6.125% senior secured notes due 2017 (the “6.125% Notes”), the 6.250% senior secured notes due 2018 (the “2018 6.250% Notes”) and the 9.750% senior secured notes due 2018 (the “9.750% Notes”) outstanding under the IP Senior Note Indenture and the performance of every covenant of the IP Senior Note Indenture to be performed or observed by IP. As of October 1, 2010, the outstanding principal amount of the 2016 6.250% Notes was $75 million, the outstanding principal amount of the 6.125% Notes was $250 million, the outstanding principal amount of the 2018 6.250% Notes was $337 million and the outstanding principal amount of the 9.750% Notes was $400 million. In addition, on October 1, 2010, Ameren Illinois issued under the IP Senior Note Indenture $60 million principal of senior notes series CIPS-AA, $150 million principal amount of senior notes series CIPS-BB and $61.5 million principal amount of senior notes series CIPS-CC to The Bank of New York Mellon Trust Company, N.A. (as successor trustee) (the “CIPS Senior Note Trustee”) under the Indenture, dated as of December 1, 1998 (the “CIPS Senior Note Indenture”), between CIPS and the CIPS Senior Note Trustee to secure the notes outstanding under the CIPS Senior Note Indenture.

On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois executed and delivered to the Illinois Finance Authority (“IFA”) separate Instruments of Assumption (the “IP Assumption Instruments”) with respect to each of the Loan Agreement, dated as of June 1, 1992 (the “1992 Loan Agreement”), between IP and IFA, the Loan Agreement, dated as of March 1, 1998 (the “1998A Loan Agreement”) between IP and IFA and the Loan Agreement, dated as of March 1, 1998 (the “1998B Loan Agreement,” and together with the 1992 Loan Agreement and the 1998A Loan Agreement, the “IP Loan Agreements”), between IP and IFA. Pursuant to the IP Assumption Instruments, Ameren Illinois assumed the obligations of IP under the IP Loan Agreements, which includes obligations to make payments sufficient to pay when due the principal of (and premium, if any) and interest on the IFA 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project) (the “1994A Series Bonds”), the IFA 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project) (the “1998A Series Bonds”) and the IFA 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project) (the “1998B Series Bonds”), and under the bonds issued to secure IP’s obligations under the IP Loan Agreements relating to the 1998A Series Bonds and the 1998B Series Bonds. As of October 1, 2010, the outstanding principal amount of the 1994A Series Bonds was approximately $36 million, the outstanding principal amount of the 1998A Series Bonds was approximately $19 million and the outstanding principal amount of the 1998B Series Bonds was approximately $33 million.


On October 1, 2010, in connection with the transactions contemplated by the Agreement, Ameren Illinois and The Bank of New York Mellon Trust Company, N.A. (as successor trustee) (the “IP Mortgage Trustee”) entered into a Supplemental Indenture (the “IP Mortgage Supplemental Indenture”) to the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 (the “IP Mortgage”) between IP and the IP Mortgage Trustee. Pursuant to the IP Mortgage Supplemental Indenture, Ameren Illinois assumed the due and punctual payment of the principal of (and premium, if any) and interest on all of the bonds then outstanding under the IP Mortgage and the performance and observance of every covenant and condition of the IP Mortgage to be performed or observed by IP. As of October 1, 2010, the bonds outstanding under the IP Mortgage were (i) $75 million principal amount of series AA bonds due 2016, $250 million principal amount of series BB bonds due 2017, $337 million principal amount of series CC bonds due 2018, and $400 million principal amount of series DD bonds due 2018, all issued to the IP Senior Note Trustee to secure the notes outstanding under the IP Senior Note Indenture, (ii) approximately $36 million principal amount of New Mortgage Bonds, Pollution Control Series U, to secure IP’s obligations under the 1992 Loan Agreement relating to the 1994A Series Bonds, (iii) approximately $19 million principal amount of New Mortgage Bonds, Pollution Control Series S, to secure IP’s obligations under the 1998A Loan Agreement relating to the 1998A Series Bonds, and (iv) approximately $33 million principal amount of New Mortgage Bonds, Pollution Control Series T to secure IP’s obligations under the 1998B Loan Agreement relating to the 1998B Series Bonds. In addition, on October 1, 2010, Ameren Illinois issued under the IP Mortgage $60 million principal amount of mortgage bonds, series CIPS-AA, $150 million principal amount of mortgage bonds, series CIPS-BB, and $61.5 million principal amount of mortgage bonds, series CIPS-CC, to the IP Senior Note Trustee to secure the notes outstanding under the IP Senior Note Indenture. The issuance of the mortgage bonds, series CIPS-AA, CIPS-BB and CIPS-CC, to the IP Senior Note Trustee and the issuance of the senior notes, series CIPS-AA, CIPS-BB and CIPS-CC, to the CIPS Senior Note Trustee, described above, both secure the senior notes outstanding under the CIPS Senior Note Indenture with the benefit of a lien under the IP Mortgage so long as Ameren Illinois has other senior notes outstanding with the benefit of this lien. The IP Mortgage Supplemental Indenture limited the lien of the IP Mortgage to mortgaged property owned by IP immediately prior to the Merger and certain property acquired by Ameren Illinois after the Merger and extended the lien of the IP Mortgage to certain equipment and fixtures owned by CIPS immediately prior to the Merger.

The foregoing summaries of the CILCO Senior Note Supplemental Indenture, the CILCO Assumption Instruments, the CILCO Mortgage Supplemental Indenture, the IP Senior Note Supplemental Indenture, the IP Assumption Instruments and the IP Mortgage Supplemental Indenture, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are attached as Exhibits 4.1 through 4.9 and incorporated herein by reference.

 

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired:

The audited financial statements as of December 31, 2009, and 2008, and for each of the three years in the period ended December 31, 2009, were previously reported in, and are incorporated by reference from, the Annual Report on Form 10-K filed by CILCO and IP on February 26, 2010.


The unaudited interim financial statements as of June 30, 2010, and for the three-month and six-month periods ended June 30, 2010, and 2009, were previously reported in, and are incorporated by reference from, the Quarterly Report on Form 10-Q filed by CILCO and IP on August 9, 2010.

(b) Pro Forma Financial Information:

The required unaudited pro forma financial information with respect to the Merger and the AERG distribution is filed as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits:

 

Exhibit
Number

  

Title

  2.1    Agreement and Plan of Merger, dated as of April 13, 2010, among CIPS, CILCO and IP (filed as Annex A to Part I of CIPS’ Registration Statement on Form S-4, File No. 333-166095).
  4.1    First Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 1, 2006 between CILCO and the trustee.
  4.2    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Village of Bryant, Illinois relating to the 6.20% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1992B.
  4.3    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Village of Bryant, Illinois relating to the 5.90% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1993.
  4.4    Indenture, dated as of October 1, 2010, by and between Ameren Illinois and Deutsche Bank Trust Company Americas, as successor trustee, supplementing the Indenture of Mortgage and Deed of Trust dated as of April 1, 1933 between CILCO and the trustee.
  4.5    First Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 1, 2006 between IP and the trustee.
  4.6    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project).
  4.7    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project).
  4.8    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project).
  4.9    Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, supplementing the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 between IP and the trustee.
23.1    Consent of independent registered public accounting firm.
23.2    Consent of independent registered public accounting firm.
99.1    Unaudited pro forma condensed combined financial statements.


 

This combined Form 8-K is being filed separately by Ameren and Ameren Illinois. Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 

AMEREN CORPORATION

(Registrant)

/ S /    M ARTIN J. L YONS , J R .        

Martin J. Lyons, Jr.

Senior Vice President and Chief Financial Officer

AMEREN ILLINOIS COMPANY

(Registrant)

/ S /    M ARTIN J. L YONS , J R .        

Martin J. Lyons, Jr.

Senior Vice President and Chief Financial Officer

Date: October 7, 2010


Exhibit Index

 

Exhibit
Number

  

Title

  4.1    First Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 1, 2006 between CILCO and the trustee.
  4.2    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Village of Bryant, Illinois relating to the 6.20% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1992B.
  4.3    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Village of Bryant, Illinois relating to the 5.90% Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1993.
  4.4    Indenture, dated as of October 1, 2010, by and between Ameren Illinois and Deutsche Bank Trust Company Americas, as successor trustee, supplementing the Indenture of Mortgage and Deed of Trust dated as of April 1, 1933 between CILCO and the trustee.
  4.5    First Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 1, 2006 between IP and the trustee.
  4.6    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.70% Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project).
  4.7    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project).
  4.8    Instrument of Assumption, dated as of October 1, 2010, of Ameren Illinois to the Illinois Finance Authority relating to the 5.40% Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project).
  4.9    Supplemental Indenture, dated as of October 1, 2010, by and between Ameren Illinois and The Bank of New York Mellon Trust Company, N.A., as successor trustee, supplementing the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 between IP and the trustee.
23.1    Consent of independent registered public accounting firm.
23.2    Consent of independent registered public accounting firm.
99.1    Unaudited pro forma condensed combined financial statements.

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 1, 2010

THIS FIRST SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as of October 1, 2010 (herein sometimes called “this Supplemental Indenture”) between AMEREN ILLINOIS COMPANY (formerly named Central Illinois Public Service Company), an Illinois corporation (herein sometimes called the “Company” and sometimes called “CIPS” before the Merger, as defined below), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (formerly The Bank of New York Trust Company, N.A.), (the “Trustee”).

Central Illinois Light Company (“CILCO”) and the Trustee executed an Indenture, dated as of June 1, 2006 (the “Original Indenture” and as supplemented and amended, the “Indenture”), providing, among other things, for the issuance from time to time of CILCO’s Notes.

$54,000,000 aggregate principal amount of CILCO’s 6.20% Senior Secured Notes due 2016 and $42,000,000 aggregate principal amount of CILCO’s 6.70% Senior Secured Notes due 2036 were authenticated and delivered pursuant to the Company Order dated June 14, 2006 and remain outstanding as of the date hereof.

$150,000,000 aggregate principal amount of CILCO’s 8.875% Senior Notes due 2013 were authenticated and delivered pursuant to the Company Order dated December 9, 2008 and remain outstanding as of the date hereof.

As of the date hereof, pursuant to the Agreement and Plan of Merger dated as of April 13, 2010 among CIPS, CILCO and Illinois Power Company (“IP”), CILCO and IP were merged into the Company (herein sometimes called the “Merger”) whereby the Company is the surviving corporation.

The Company, as required by Section 12.01 of the Indenture, (a) is a corporation organized and existing under the laws of a state of the United States of America, i.e. Illinois, (b) hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of CILCO to be performed or observed, (c) has expressly assumed, by an indenture supplemental to the First Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual payment of the principal of and premium and interest on all of the Senior Note First Mortgage Bonds and the performance of every covenant of the First Mortgage on the part of CILCO to be performed or observed, and (d) has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Supplemental Indenture comply with Article XII of the Indenture and that all conditions precedent therein provided for have been complied with.

Pursuant to Section 13.01 of the Indenture, the Company, when authorized by Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for one or more of the purposes set forth in such Section 13.01 without the consent of the Holders of any of the Notes at the time outstanding, including to evidence the succession of the Company to CILCO as permitted under the Indenture and the assumption by the Company of the covenants of CILCO in the Indenture and in the Notes.

The Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with the terms of the Indenture.

All things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.


In consideration of the foregoing premises, the parties mutually agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE I

DEFINITIONS

Section 1.1  Definitions . Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

ARTICLE II

AMENDMENTS TO INDENTURE

Section 2.1  Assumption by Company . As of the date hereof, pursuant to Sections 12.01 and 13.01(a)(4) of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of CILCO to be performed or observed.

Section 2.2  Company Substituted . On and after the date hereof, pursuant to Sections 12.02 and 13.01(a)(4) of the Indenture, the Company shall succeed to, and be substituted for and may exercise every right and power of, CILCO under the Indenture with the same effect as if the Company had been named as the Company in the Indenture.

Section 2.3  Receipt by Trustee . In accordance with Section 13.05 of the Indenture, the parties acknowledge that the Trustee has received an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that this Supplemental Indenture complies with the requirements of Article XIII of the Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.1  Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2  Governing Law . This Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

Section 3.3  Ratification of Indenture; This Supplemental Indenture Part of Indenture . Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.4  Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.

Section 3.5  Headings . The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.6  Trustee . The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

Ameren Illinois Company
By:  

/s/ Jerre E. Birdsong

  Name: Jerre E. Birdsong
  Title:  Vice President and Treasurer

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

By:  

/s/ Mary E. Marler

  Name: Mary E. Marler
  Title:   Vice President

 

3

Exhibit 4.2

INSTRUMENT OF ASSUMPTION

Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1992B

THIS INSTRUMENT OF ASSUMPTION, dated October 1, 2010, is entered into by AMEREN ILLINOIS COMPANY, an Illinois corporation (the “Company”).

RECITALS

 

1. Central Illinois Light Company, an Illinois corporation (“CILCO”), has heretofore entered into the Financing Agreement dated as of August 1, 1992 (the “Agreement”), by and between the VILLAGE OF BRYANT, ILLINOIS, a political subdivision of the State of Illinois (the “Issuer”) and CILCO, pursuant to which CILCO is obligated to make certain payments related to the Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1992B issued by the Issuer under the Indenture of Trust dated as of August 1, 1992 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The First National Bank of Chicago (succeeded in interest by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”).

 

2. On the date hereof, CILCO and Illinois Power Company merged into the Company.

 

3. The Company is a corporation organized under the laws of the State of Illinois, is qualified to do business in the State of Illinois, and has a net worth immediately subsequent to such merger at least substantially equal to that of CILCO immediately prior to such merger.

 

4. Pursuant to the Agreement and Plan of Merger dated April 13, 2010 among Central Illinois Public Service Company (now the Company), CILCO and Illinois Power Company, and Section 11.50 of the Illinois Business Corporation Act of 1983, the Company became responsible and liable for all the liabilities and obligations of CILCO when the merger became effective.

 

5. This Instrument of Assumption is being executed pursuant to Section 5.1 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CILCO under the Agreement and the First Mortgage Bonds (as defined in the Agreement).


IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.

AMEREN ILLINOIS COMPANY

 

  By  

/s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.

   Title: Senior Vice President and Chief Financial Officer

 

2

Exhibit 4.3

INSTRUMENT OF ASSUMPTION

Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1993

THIS INSTRUMENT OF ASSUMPTION, dated October 1, 2010, is entered into by AMEREN ILLINOIS COMPANY, an Illinois corporation (the “Company”).

RECITALS

 

1. Central Illinois Light Company, an Illinois corporation (“CILCO”), has heretofore entered into the Financing Agreement dated as of August 1, 1993 (the “Agreement”), by and between the VILLAGE OF BRYANT, ILLINOIS, a political subdivision of the State of Illinois (the “Issuer”) and CILCO, pursuant to which CILCO is obligated to make certain payments related to the Pollution Control Refunding Revenue Bonds (Central Illinois Light Company Project) Series 1993 issued by the Issuer under the Indenture of Trust dated as of August 1, 1993 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The First National Bank of Chicago (succeeded in interest by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”).

 

2. On the date hereof, CILCO and Illinois Power Company merged into the Company.

 

3. The Company is a corporation organized under the laws of the State of Illinois, is qualified to do business in the State of Illinois, and has a net worth immediately subsequent to such merger at least substantially equal to that of CILCO immediately prior to such merger.

 

4. Pursuant to the Agreement and Plan of Merger dated April 13, 2010 among Central Illinois Public Service Company (now the Company), CILCO and Illinois Power Company, and Section 11.50 of the Illinois Business Corporation Act of 1983, the Company became responsible and liable for all the liabilities and obligations of CILCO when the merger became effective.

 

5. This Instrument of Assumption is being executed pursuant to Section 5.1 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CILCO under the Agreement and the First Mortgage Bonds (as defined in the Agreement).


IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.

AMEREN ILLINOIS COMPANY

 

  By  

/s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.

   Title: Senior Vice President and Chief Financial Officer

 

2

Exhibit 4.4

WHEN RECORDED MAIL TO:

Craig W. Stensland

Ameren Illinois Company

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, MO 63103

INDENTURE

BETWEEN

AMEREN ILLINOIS COMPANY

(as successor to Central Illinois Light Company),

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly known as Bankers Trust Company),

as Trustee under Indenture of Mortgage and Deed of Trust, dated as of April 1, 1933, between Illinois Power Company and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee, as amended and supplemented by Indenture between the same parties, dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture dated as of July 1, 1933, between Central Illinois Light Company and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee, and as amended and supplemented by various indentures between the same parties bearing subsequent dates.

Dated as of October 1, 2010

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Ameren Illinois Company c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

 

 


INDENTURE dated as of the 1st day of October, 2010 (hereinafter sometimes referred to as this “ Supplemental Indenture ”), between AMEREN ILLINOIS COMPANY (formerly named Central Illinois Public Service Company (“ CIPS ”) and successor to Central Illinois Light Company (“CILCO”) pursuant to the Merger, as defined below), a corporation of the State of Illinois (hereinafter sometimes called the “ Company ”), party of the first part, and Deutsche Bank Trust Company Americas, a corporation of the State of New York, as Trustee (hereinafter sometimes called the “ Trustee ”), party of the second part, under the Indenture of Mortgage and Deed of Trust between Illinois Power Company and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee, dated as of April 1, 1933, as amended and supplemented by Indenture between said Illinois Power Company and said Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture between CILCO and said Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), dated as of July 1, 1933, and as amended and supplemented by various Indentures between CILCO and said Bankers Trust Company (now known as Deutsche Bank Trust Company Americas) 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 , subject to the provisions thereof, Section 93 of the Indenture permits, among other things, the merger of CILCO into any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of the Indenture; and

WHEREAS, subject to the provisions thereof, Section 94 of the Indenture provides, among other things, that, in case CILCO, pursuant to Section 93 of the Indenture, shall be merged into any other corporation and the successor corporation into which CILCO shall have been merged shall have executed and caused to be recorded an indenture with the Trustee, satisfactory to the Trustee, whereby such successor corporation shall have assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued thereunder in accordance with the provisions of said bonds and coupons and the Indenture, and shall have agreed to perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by CILCO, such successor corporation shall succeed to and be substituted for CILCO, with the same effect as if it had been named in the Indenture, and shall have and may exercise under the Indenture the same powers and rights as CILCO, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) such successor corporation thereupon may cause to be executed, issued and delivered, either in its own name or in the name of CILCO or any other predecessor corporation complying with the provisions of Article XV of the Indenture, as its name shall then exist, such bonds as could or might have been executed, issued and delivered by CILCO had such merger not occurred, and upon the order of such successor corporation in lieu of CILCO, and subject to all the terms, conditions and restrictions in the Indenture prescribed, concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds which shall have been previously signed and delivered by the officers of CILCO to the Trustee for authentication, and such bonds as the successor corporation shall thereafter, in accordance with the provisions of the Indenture, cause to be executed and delivered to the Trustee for such purpose, and such successor corporation shall also have and may exercise in respect of any property additions, and subject to all the terms, conditions and restrictions in the Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property or otherwise, the same powers and rights which CILCO might or could exercise had such merger not occurred; and

WHEREAS , Section 95 of the Indenture provides, among other things, that in case CILCO, pursuant to Section 93 of the Indenture, shall be merged into any other corporation, neither the Indenture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in Section 94 of the Indenture provided, shall, unless such indenture shall otherwise provide, become or be a lien upon any of the properties or franchises of the successor corporation except (a) those acquired by it from CILCO and property appurtenant thereto and property which the successor corporation shall thereafter acquire or construct which are extensions, enlargements and additions to or shall for an integral part of or be essential for the use or operation of any property then or thereafter subject to the lien of the Indenture, and property which shall then or thereafter be located on or appurtenant to or used in the operation of any such property; (b) the property additions to or about the plants or properties of the successor corporation made and used by it as the basis for the issue of additional bonds or the withdrawal of cash or the release of property under the Indenture as therein provided; and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation to maintain, renew and preserve the franchises covered by the Indenture and to keep and maintain the mortgaged and pledged property in good repair, working order and condition as an operating system or systems, or in pursuance of some covenant or agreement of the Indenture to be kept or performed by CILCO; and


WHEREAS , as the date hereof, pursuant to the Agreement and Plan of Merger dated as of April 13, 2010 among CIPS, CILCO and Illinois Power Company (“ IP ”), IP and CILCO were merged into the Company (the “ Merger ”) whereby the Company is the successor corporation; and

WHEREAS , the Company has delivered to the Trustee certified resolutions of the Board of Directors of the Company authorizing the execution of this Supplemental Indenture and an officers’ certificate and opinion of counsel evidencing compliance with the covenants and conditions of the Indenture;

WHEREAS , pursuant to Section 93 of the Indenture and the resolutions of the Board of Directors of the Company authorizing the execution of this Supplemental Indenture, the Company now desires to execute this Supplemental Indenture with the Trustee and to cause this Supplemental Indenture to be recorded;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH : That AMEREN ILLINOIS COMPANY, in consideration of the premises and pursuant to Section 95 of the Indenture, 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 Deutsche Bank Trust Company Americas, as Trustee, and to its successor or successors in said trust, and to it and their assigns forever,

(a) all properties and franchises subject to the lien of the Indenture acquired by the Company from CILCO in the Merger and property appurtenant thereto and property which the Company shall thereafter acquire or construct which are extensions, enlargements and additions to or shall for an integral part of or be essential for the use or operation of any property then or thereafter subject to the lien of the Indenture, and property which shall then or thereafter be located on or appurtenant to or used in the operation of any such property;

(b) the property additions to or about the plants or properties of the Company made and used by it as the basis for the issue of additional bonds or the withdrawal of cash or the release of property under the Indenture as therein provided; and

(c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company to maintain, renew and preserve the franchises covered by the Indenture and to keep and maintain the mortgaged and pledged property in good repair, working order and condition as an operating system or systems, or in pursuance of some covenant or agreement of the Indenture to be kept or performed by the Company,

EXPRESSLY EXCEPTING any property and franchises expressly excepted in the Indenture from the lien of the Indenture or heretofore released from the lien of the Indenture; and

EXPRESSLY EXCEPTING any property and franchises owned by CIPS or IP immediately prior to the Merger and any other property and franchises, whether now owned or hereafter acquired by the Company, that are not specifically described in clauses (a), (b) or (c) of the foregoing granting clause of this Supplemental Indenture.

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).

 

2


IT IS HEREBY COVENANTED, DECLARED AND AGREED by the Company 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 any outstanding bonds and interest coupons, or any of them, as follows:

Section 1.  Representations by the Company. The Company hereby represents to the Trustee that (A) the Company is a corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of the Indenture and (B) the Merger is upon such terms as fully to preserve and in no respect impair the lien, efficiency or security of the Indenture, or of any of the rights or powers of the Trustee or the bondholders under the Indenture.

Section 2.  Assumption by the Company. As of the date hereof, pursuant to Section 93 of the Indenture, the Company does hereby assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued under the Indenture in accordance with the provisions of said bonds and coupons and the Indenture, and does hereby agree to perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by CILCO.

Section 3.  Company Substituted. On and after the date hereof, pursuant to Section 94 of the Indenture, the Company shall succeed to and be substituted for CILCO, with the same effect as if it had been named in the Indenture, and shall have and may exercise under the Indenture the same powers and rights as CILCO, and (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing general powers and rights) the Company may cause to be executed, issued and delivered, either in its own name or in the name of CILCO or any other predecessor corporation complying with the provisions of Article XV of the Indenture, as its name shall then exist, such bonds as could or might have been executed, issued and delivered by CILCO had such merger not occurred, and upon the order of the Company in lieu of CILCO, and subject to all the terms, conditions and restrictions in the Indenture prescribed, concerning the authentication and delivery of bonds, the Trustee shall authenticate and deliver any bonds which shall have been previously signed and delivered by the officers of CILCO to the Trustee for authentication, and such bonds as the Company shall thereafter, in accordance with the provisions of the Indenture, cause to be executed and delivered to the Trustee for such purpose, and the Company shall also have and may exercise in respect of any property additions, and subject to all the terms, conditions and restrictions in the Indenture prescribed applicable thereto, whether as to withdrawal of cash, release of property or otherwise, the same powers and rights which CILCO might or could exercise had such merger not occurred.

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. Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

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.

 

3


IN WITNESS WHEREOF, AMEREN ILLINOIS COMPANY, party of the first part hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, 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 and their respective seals to be hereunto affixed and attested by their respective Secretaries or one of their Assistant Secretaries, all as of the day and year first above written.

 

AMEREN ILLINOIS COMPANY
By  

        /s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.
  Title: Senior Vice President and Chief Financial Officer

[SEAL]

Attest:

 

        /s/ Craig W. Stensland

Name: Craig W. Stensland
Title: Assistant Secretary


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By Deutsche Bank National Trust Company
By  

  /s/ Irina Golovashchuk

  Name: Irina Golovashchuk
  Title: Assistant Vice President
By  

  /s/ David Contino

  Name: David Contino
  Title: Vice President

[SEAL]

Attest:

 

  /s/ Chris Niez

Name: Chris Niez
Title: Associate


STATE OF MISSOURI    )   
   ) SS   
CITY OF ST. LOUIS    )   

I, Carla J. Flinn, a Notary Public, do hereby certify that Martin J. Lyons, Jr., Senior Vice President and Chief Financial Officer of AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws of the State of Illinois, and Craig W. Stensland, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 1st day of October, 2010, in the City and State aforesaid.

 

  /s/ Carla J. Flinn

Notary Public

(NOTARIAL SEAL)

Carla J. Flinn – Notary Public

Notary Seal, State of

Missouri – St. Louis County

Commission #10399906

My Commission Expires 4/20/2014


State of New Jersey    )   
   ) SS   
County of Union    )   

I, Jeffrey Schoenfeld, a Notary Public in and for Union County in the State of New Jersey, do hereby certify that:

Irina Golovashchuk, Assistant Vice President, David Contino, Vice President, and Chris Niez, Associate, of DEUTSCHE BANK NATIONAL TRUST COMPANY, signing on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, who are personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 1st day of October, 2010.

 

  /s/ Jeffrey Schoenfeld

Notary Public

(NOTARIAL SEAL)

Jeffrey Schoenfeld

Notary Public

New Jersey

My Commission Exp. 08-17-2012

 

 

Exhibit 4.5

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 1, 2010

THIS FIRST SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as of October 1, 2010 (herein sometimes called “this Supplemental Indenture”) between AMEREN ILLINOIS COMPANY (formerly named Central Illinois Public Service Company), an Illinois corporation (herein sometimes called the “Company” and sometimes called “CIPS” before the Merger, as defined below), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (formerly The Bank of New York Trust Company, N.A.) (the “Trustee”).

Illinois Power Company (“IP”) and the Trustee executed an Indenture, dated as of June 1, 2006 (the “Original Indenture” and as amended and supplemented, the “Indenture”), providing, among other things, for the issuance from time to time of IP’s Notes.

$75,000,000 aggregate principal amount of IP’s 6.25% Senior Secured Notes due 2016 were authenticated and delivered pursuant to the Company Order dated June 14, 2006 and remain outstanding as of the date hereof.

$250,000,000 aggregate principal amount of IP’s 6.125% Senior Notes due 2017 were authenticated and delivered pursuant to the Company Order dated November 20, 2007 and remain outstanding as of the date hereof.

$337,000,000 aggregate principal amount of IP’s 6.25% Senior Notes due 2018 were authenticated and delivered pursuant to the Company Order dated April 8, 2008 and remain outstanding as of the date hereof.

$400,000,000 aggregate principal amount of IP’s 9.75% Senior Notes due 2018 were authenticated and delivered pursuant to the Company Order dated October 23, 2008 and remain outstanding as of the date hereof.

As of the date hereof, pursuant to the Agreement and Plan of Merger dated as of April 13, 2010 among CIPS, IP and Central Illinois Light Company (“CILCO”), IP and CILCO were merged into the Company (herein sometimes called the “Merger”) whereby the Company is the surviving corporation.

The Company, as required by Section 12.01 of the Indenture, (a) is a corporation organized and existing under the laws of a state of the United States of America, i.e. Illinois, (b) hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of IP to be performed or observed, (c) has expressly assumed, by an indenture supplemental to the Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual payment of the principal of and premium and interest on all of the Senior Note Mortgage Bonds and the performance of every covenant of the Mortgage on the part of IP to be performed or observed, and (d) has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Supplemental Indenture comply with Article XII of the Indenture and that all conditions precedent therein provided for have been complied with.

Pursuant to Section 13.01 of the Indenture, the Company, when authorized by Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for one or more of the purposes set forth in such Section 13.01 without the consent of the Holders of any of the Notes at the time outstanding, including to evidence the succession of the Company to IP as permitted under the Indenture and the assumption by the Company of the covenants of IP in the Indenture and in the Notes.

Pursuant to Article II of the Indenture, the Company wishes to create and issue three series of Notes to The Bank of New York Mellon Trust Company, N.A., as trustee (the “CIPS Trustee”, which term shall include predecessor trustees) under the Indenture dated as of December 1, 1998, between CIPS and the CIPS Trustee, as amended and supplemented (the “CIPS Indenture”) to secure certain notes outstanding under the CIPS Indenture.


The Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with the terms of the Indenture.

All things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

In consideration of the foregoing premises, the parties mutually agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE I

DEFINITIONS

Section 1.1  Definitions . Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

ARTICLE II

AMENDMENTS TO INDENTURE

Section 2.1  Assumption by Company . As of the date hereof, pursuant to Sections 12.01 and 13.01(a)(4) of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of IP to be performed or observed.

Section 2.2  Company Substituted . On and after the date hereof, pursuant to Sections 12.02 and 13.01(a)(4) of the Indenture, the Company shall succeed to, and be substituted for and may exercise every right and power of, IP under the Indenture with the same effect as if the Company had been named as the Company in the Indenture.

Section 2.3  Receipt by Trustee . In accordance with Section 13.05 of the Indenture, the parties acknowledge that the Trustee has received an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that this Supplemental Indenture complies with the requirements of Article XIII of the Indenture.

ARTICLE III

DESCRIPTION OF THE SERIES CIPS-AA NOTES

Section 3.1 The Company hereby creates a new series of Notes to be known as “Senior Notes Series CIPS-AA” (the “Series CIPS-AA Notes”). The Series CIPS-AA Notes 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 Series CIPS-AA Notes shall be issued in the name of the CIPS Trustee under the CIPS Indenture to secure any and all of the Company’s obligations under the Company’s 6.125% Senior Notes due 2028 (the “2028 Notes”) and any other series of senior notes from time to time outstanding under the CIPS Indenture.

The Series CIPS-AA Notes shall be dated as provided in Section 2.04 of the Indenture. The Series CIPS-AA Notes shall mature on December 15, 2028, shall accrue interest from the dates set forth in the 2028 Notes and shall bear interest at the same rate of interest as the 2028 Notes. Interest on the Series CIPS-AA Notes is payable on the same dates as interest on the 2028 Notes is paid, until the principal sum is paid in full.

 

2


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2028 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, the Series CIPS-AA Notes in a principal amount equal to the principal amount of such 2028 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-AA Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the 2028 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the 2028 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

Section 3.2 The Series CIPS-AA Notes and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF NOTE]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS NOTE IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 16.04 OF THE INDENTURE DATED AS OF DECEMBER 1, 1998, AS AMENDED AND SUPPLEMENTED, BETWEEN CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (NOW AMEREN ILLINOIS COMPANY) AND THE BANK OF NEW YORK (SUCCEEDED BY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.), AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

SENIOR NOTE SERIES CIPS-AA

 

No.   $60,000,000

AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which term shall include any successor corporation within the meaning of the Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as trustee (the “CIPS Trustee”) under the Indenture dated as of December 1, 1998 (as amended and supplemented, the “CIPS Indenture”), relating to the Company’s 6.125% Senior Notes due 2028 (the “2028 Notes”) in the aggregate principal amount of $60,000,000, between the Company and the CIPS Trustee, or registered assigns, the principal sum of $60,000,000 on December 15, 2028, 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 the date of issuance (and thereafter from the dates set forth in the 2028 Notes), and at the same rate of interest as the 2028 Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the 2028 Notes. Interest on this Note is payable on the same dates as interest on the 2028 Notes is paid, until the principal sum of this Note is paid in full. Pursuant to Article XVI of the CIPS Indenture, this Note is issued to the CIPS Trustee to secure any and all obligations of the Company under the 2028 Notes and any other series of senior notes from time to time outstanding under the CIPS Indenture. Payment of principal of, or premium, if any, or interest on, the 2028 Notes shall constitute payments on this Note as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Note has been issued. Both the principal of, premium, if any, and the interest on, this Note are payable at the office of the CIPS Trustee.

 

3


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2028 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, a principal amount of this Note equal to the principal amount of such 2028 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the 2028 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the 2028 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

For purposes of Section 16.09 of the CIPS Indenture, this Note shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2028 Notes.

This Note 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 The Bank of New York Mellon Trust Company, N.A. as the trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this Note 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, Ameren Illinois Company has caused this instrument to be duly executed.

 

  AMEREN ILLINOIS COMPANY
By:  

 

Name:  
Title:  

 

ATTEST:
By:  

 

Name:  
Title:  

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee,

 

By:  

 

AUTHORIZED SIGNATORY

Dated:                     

[FORM OF REVERSE OF NOTE]

This Note is one of a duly authorized issue of notes issued and to be issued under an Indenture dated as of June 1, 2006 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company N.A. (the “Trustee”, which term includes any successor Trustee under the Indenture) and all indentures supplemental thereto (collectively, the “Indenture”). This Note is one of a series designated as the Series CIPS-AA Notes of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture. Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes” refers to the Notes of this series. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered.

 

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The Notes will be secured by mortgage bonds (the “Senior Note Mortgage Bonds”) delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Mortgage Trustee”), as supplemented and modified (collectively, the “Mortgage”). Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of mortgage bonds, under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note Mortgage Bonds are secured and the circumstances under which additional mortgage bonds may be issued.

This Series CIPS-AA Note is subject to redemption in accordance with the terms of the Supplemental Indenture of October 1, 2010.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Notes 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 IV

REDEMPTION

Section 4.1 The Series CIPS-AA Notes are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the 2028 Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any 2028 Notes prior to maturity in accordance with the provisions of the CIPS Indenture, the CIPS Trustee shall on the same date deliver to the Company the Series CIPS-AA Notes in principal amount corresponding to the 2028 Notes so redeemed, as provided in Section 16.08 of the CIPS Indenture. The Company agrees to give the Trustee notice of any such redemption of the 2028 Notes on or before the date fixed for any such redemption.

Section 4.2 Upon the occurrence of an Event of Default under the CIPS Indenture (as defined therein) and the acceleration of the 2028 Notes, the Series CIPS-AA Notes shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “2028 Redemption Demand”) from the CIPS Trustee stating that there has occurred under the CIPS Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the 2028 Notes specifying the last date to which interest on such 2028 Notes has been paid (such date being hereinafter referred to as the “2028 Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-AA Notes. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-AA Notes by the CIPS Trustee to the Trustee, the Series CIPS-AA Notes shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the 2028 Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the 2028 Notes pursuant to the last paragraph of Section 8.01(a) of the CIPS Indenture, then any 2028 Redemption Demand shall thereby be deemed to be rescinded by the CIPS Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

 

5


ARTICLE V

ISSUE OF THE SERIES CIPS-AA NOTES

Section 5.1 The Company hereby exercises the right to obtain the authentication of $60,000,000 principal amount of additional Notes pursuant to the terms of Section 2.05 of the Indenture, all of which shall be Series CIPS-AA Notes. The principal amount of the Series CIPS-AA Notes outstanding from time to time shall always be equal to the principal amount of the 2028 Notes which are outstanding from time to time under the CIPS Indenture and to the extent the CIPS Trustee holds Series CIPS-AA Notes in excess of such principal amount, such Series CIPS-AA Notes shall be deemed cancelled and retired and no longer outstanding under the Indenture.

Section 5.2 For purposes of Section 16.09 of the CIPS Indenture, the Series CIPS-AA Notes shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2028 Notes.

ARTICLE VI

DESCRIPTION OF THE SERIES CIPS-BB NOTES

Section 6.1 The Company hereby creates a new series of Bonds to be known as “Senior Notes Series CIPS-BB” (the “Series CIPS-BB Notes”). The Series CIPS-BB Notes 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 Series CIPS-BB Notes shall be issued in the name of the CIPS Trustee under the CIPS Indenture to secure any and all of the Company’s obligations under the Company’s 6.625% Senior Notes due 2011 (the “2011 Notes”) and any other series of senior notes from time to time outstanding under the CIPS Indenture.

The Series CIPS-BB Notes shall be dated as provided in Section 2.04 of the Indenture. The Series CIPS-BB Notes shall mature on June 15, 2011, shall accrue interest from the dates set forth in the 2011 Notes and shall bear interest at the same rate of interest as the 2011 Notes. Interest on the Series CIPS-BB Notes is payable on the same dates as interest on the 2011 Notes is paid, until the principal sum is paid in full.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2011 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, the Series CIPS-BB Notes in a principal amount equal to the principal amount of such 2011 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-BB Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the 2011 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the 2011 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

 

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Section 6.2 The Series CIPS-BB Notes and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF NOTE]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS NOTE IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 16.04 OF THE INDENTURE DATED AS OF DECEMBER 1, 1998, AS AMENDED AND SUPPLEMENTED, BETWEEN CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (NOW AMEREN ILLINOIS COMPANY) AND THE BANK OF NEW YORK (SUCCEEDED BY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.), AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

SENIOR NOTE SERIES CIPS-BB

 

No.   $150,000,000

AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which term shall include any successor corporation within the meaning of the Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as trustee (the “CIPS Trustee”) under the Indenture dated as of December 1, 1998 (as amended and supplemented, the “CIPS Indenture”), relating to the Company’s 6.625% Senior Notes due 2011 (the “2011 Notes”) in the aggregate principal amount of $150,000,000, between the Company and the CIPS Trustee, or registered assigns, the principal sum of $150,000,000 on June 15, 2011, 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 the date of issuance (and thereafter from the dates set forth in the 2011 Notes), and at the same rate of interest as the 2011 Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the 2011 Notes. Interest on this Note is payable on the same dates as interest on the 2011 Notes is paid, until the principal sum of this Note is paid in full. Pursuant to Article XVI of the CIPS Indenture, this Note is issued to the CIPS Trustee to secure any and all obligations of the Company under the 2011 Notes and any other series of senior notes from time to time outstanding under the CIPS Indenture. Payment of principal of, or premium, if any, or interest on, the 2011 Notes shall constitute payments on this Note as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Note has been issued. Both the principal of, premium, if any, and the interest on, this Note are payable at the office of the CIPS Trustee.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2011 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, a principal amount of this Note equal to the principal amount of such 2011 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the 2011 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the 2011 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

For purposes of Section 16.09 of the CIPS Indenture, this Note shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2011 Notes.

 

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This Note 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 The Bank of New York Mellon Trust Company, N.A. as the trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this Note 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, Ameren Illinois Company has caused this instrument to be duly executed.

 

  AMEREN ILLINOIS COMPANY
By:  

 

Name:  
Title:  

 

ATTEST:
By:  

 

Name:  
Title:  

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee,

 

By:  

 

AUTHORIZED SIGNATORY

Dated:                     

[FORM OF REVERSE OF NOTE]

This Note is one of a duly authorized issue of notes issued and to be issued under an Indenture dated as of June 1, 2006 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company N.A. (the “Trustee”, which term includes any successor Trustee under the Indenture) and all indentures supplemental thereto (collectively, the “Indenture”). This Note is one of a series designated as the Series CIPS-BB Notes of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture. Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes” refers to the Notes of this series. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered.

The Notes will be secured by mortgage bonds (the “Senior Note Mortgage Bonds”) delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Mortgage Trustee”), as supplemented and modified (collectively, the “Mortgage”). Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of mortgage bonds, under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note Mortgage Bonds are secured and the circumstances under which additional mortgage bonds may be issued.

 

8


This Series CIPS-BB Note is subject to redemption in accordance with the terms of the Supplemental Indenture of October 1, 2010.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Notes 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 VII

REDEMPTION

Section 7.1 The Series CIPS-BB Notes are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the 2011 Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any 2011 Notes prior to maturity in accordance with the provisions of the CIPS Indenture, the CIPS Trustee shall on the same date deliver to the Company the Series CIPS-BB Notes in principal amount corresponding to the 2011 Notes so redeemed, as provided in Section 16.08 of the CIPS Indenture. The Company agrees to give the Trustee notice of any such redemption of the 2011 Notes on or before the date fixed for any such redemption.

Section 7.2 Upon the occurrence of an Event of Default under the CIPS Indenture (as defined therein) and the acceleration of the 2011 Notes, the Series CIPS-BB Notes shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “2011 Redemption Demand”) from the CIPS Trustee stating that there has occurred under the CIPS Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the 2011 Notes specifying the last date to which interest on such 2011 Notes has been paid (such date being hereinafter referred to as the “2011 Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-BB Notes. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-BB Notes by the CIPS Trustee to the Trustee, the Series CIPS-BB Notes shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the 2011 Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the 2011 Notes pursuant to the last paragraph of Section 8.01(a) of the CIPS Indenture, then any 2011 Redemption Demand shall thereby be deemed to be rescinded by the CIPS Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE VIII

ISSUE OF THE SERIES CIPS-BB NOTES

Section 8.1 The Company hereby exercises the right to obtain the authentication of $150,000,000 principal amount of additional Notes pursuant to the terms of Section 2.05 of the Indenture, all of which shall be Series CIPS-BB Notes. The principal amount of the Series CIPS-BB Notes outstanding from time to time shall always be equal to the principal amount of the 2011 Notes which are outstanding from time to time under the CIPS Indenture and to the extent the CIPS Trustee holds Series CIPS-BB Notes in excess of such principal amount, such Series CIPS-BB Notes shall be deemed cancelled and retired and no longer outstanding under the Indenture.

 

9


Section 8.2 For purposes of Section 16.09 of the CIPS Indenture, the Series CIPS-BB Notes shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2011 Notes.

ARTICLE IX

DESCRIPTION OF THE SERIES CIPS-CC NOTES

Section 9.1 The Company hereby creates a new series of Notes to be known as “Senior Notes Series CIPS-CC” (the “Series CIPS-CC Notes”). The Series CIPS-CC Notes 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 Series CIPS-CC Notes shall be issued in the name of the CIPS Trustee under the CIPS Indenture to secure any and all of the Company’s obligations under the Company’s 6.70% Senior Notes due 2036 (the “2036 Notes”) and any other series of senior notes from time to time outstanding under the CIPS Indenture.

The Series CIPS-CC Notes shall be dated as provided in Section 2.05 of the Indenture. The Series CIPS-CC Notes shall mature on June 15, 2036, shall accrue interest from the dates set forth in the 2036 Notes and shall bear interest at the same rate of interest as the 2036 Notes. Interest on the Series CIPS-CC Notes is payable on the same dates as interest on the 2036 Notes is paid, until the principal sum is paid in full.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2036 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, the Series CIPS-CC Notes in a principal amount equal to the principal amount of such 2036 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-CC Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the 2036 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the 2036 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

 

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Section 9.2 The Series CIPS-CC Notes and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF NOTE]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS NOTE IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 16.04 OF THE INDENTURE DATED AS OF DECEMBER 1, 1998, AS AMENDED AND SUPPLEMENTED, BETWEEN CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (NOW AMEREN ILLINOIS COMPANY) AND THE BANK OF NEW YORK (SUCCEEDED BY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.), AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

SENIOR NOTE SERIES CIPS-CC

 

No.   $61,500,000

AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which term shall include any successor corporation within the meaning of the Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as trustee (the “CIPS Trustee”) under the Indenture dated as of December 1, 1998 (as amended and supplemented, the “CIPS Indenture”), relating to the Company’s 6.70% Senior Notes Series due 2036 (the “2036 Notes”) in the aggregate principal amount of $61,500,000, between the Company and the CIPS Trustee, or registered assigns, the principal sum of $61,500,000 on June 15, 2036, 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 the date of issuance (and thereafter from the dates set forth in the 2036 Notes), and at the same rate of interest as the 2036 Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the 2036 Notes. Interest on this Note is payable on the same dates as interest on the 2036 Notes is paid, until the principal sum of this Note is paid in full. Pursuant to Article XVI of the CIPS Indenture, this Note is issued to the CIPS Trustee to secure any and all obligations of the Company under the 2036 Notes and any other series of senior notes from time to time outstanding under the CIPS Indenture. Payment of principal of, or premium, if any, or interest on, the 2036 Notes shall constitute payments on this Note as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Note has been issued. Both the principal of, premium, if any, and the interest on, this Note are payable at the office of the CIPS Trustee.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2036 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the CIPS Indenture, a principal amount of this Note equal to the principal amount of such 2036 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CIPS Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the 2036 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CIPS Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the 2036 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CIPS Trustee pursuant to the CIPS Indenture, and (iii) the amount of the arrearage.

For purposes of Section 16.09 of the CIPS Indenture, this Note shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2036 Notes.

 

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This Note 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 The Bank of New York Mellon Trust Company, N.A. as the trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this Note 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, Ameren Illinois Company has caused this instrument to be duly executed.

 

  AMEREN ILLINOIS COMPANY
By:  

 

Name:  
Title:  

 

ATTEST:

By:

 

 

Name:

 

Title:

 

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee,

 

By:  

 

AUTHORIZED SIGNATORY

Dated:                     

[FORM OF REVERSE OF NOTE]

This Note is one of a duly authorized issue of notes issued and to be issued under an Indenture dated as of June 1, 2006 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company N.A. (the “Trustee”, which term includes any successor Trustee under the Indenture) and all indentures supplemental thereto (collectively, the “Indenture”). This Note is one of a series designated as the Series CIPS-CC Notes of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture. Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes” refers to the Notes of this series. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered.

The Notes will be secured by mortgage bonds (the “Senior Note Mortgage Bonds”) delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992 between the Illinois Power Company (now the Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Mortgage Trustee”), as supplemented and modified (collectively, the “Mortgage”). Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of mortgage bonds, under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note Mortgage Bonds are secured and the circumstances under which additional mortgage bonds may be issued.

 

12


This Series CIPS-CC Note is subject to redemption in accordance with the terms of Article X of the Supplemental Indenture of October 1, 2010.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Notes 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 X

REDEMPTION

Section 10.1 The Series CIPS-CC Notes are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the 2036 Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any 2036 Notes prior to maturity in accordance with the provisions of the CIPS Indenture, the CIPS Trustee shall on the same date deliver to the Company the Series CIPS-CC Notes in principal amount corresponding to the 2036 Notes so redeemed, as provided in Section 16.08 of the CIPS Indenture. The Company agrees to give the Trustee notice of any such redemption of the 2036 Notes on or before the date fixed for any such redemption.

Section 10.2 Upon the occurrence of an Event of Default under the CIPS Indenture (as defined therein) and the acceleration of the 2036 Notes, the Series CIPS-CC Notes shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “2036 Redemption Demand”) from the CIPS Trustee stating that there has occurred under the CIPS Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the 2036 Notes specifying the last date to which interest on such 2036 Notes has been paid (such date being hereinafter referred to as the “2036 Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-CC Notes. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-CC Notes by the CIPS Trustee to the Trustee, the Series CIPS-CC Notes shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the 2036 Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the 2036 Notes pursuant to the last paragraph of Section 8.01(a) of the CIPS Indenture, then any 2036 Redemption Demand shall thereby be deemed to be rescinded by the CIPS Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE XI

ISSUE OF THE SERIES CIPS-CC NOTES

Section 11.1 The Company hereby exercises the right to obtain the authentication of $61,500,000 principal amount of additional Notes pursuant to the terms of Section 2.05 of the Indenture, all of which shall be Series CIPS-CC Notes. The principal amount of the Series CIPS-CC Notes outstanding from time to time shall always be equal to the principal amount of the 2036 Notes which are outstanding from time to time under the CIPS Indenture and to the extent the CIPS Trustee holds Series CIPS-CC Notes in excess of such principal amount, such Series CIPS-CC Notes shall be deemed cancelled and retired and no longer outstanding under the Indenture.

 

13


Section 11.2 For purposes of Section 16.09 of the CIPS Indenture, the Series CIPS-CC Notes shall be deemed to be the “Related Series of IP Senior Notes” in respect of the 2036 Notes.

ARTICLE XII

MISCELLANEOUS

Section 12.1  Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 12.2  Governing Law . This Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

Section 12.3  Ratification of Indenture; This Supplemental Indenture Part of Indenture . Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 12.4  Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.

Section 12.5  Headings . The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 12.6  Trustee . The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

 

14


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

Ameren Illinois Company

By:  

/s/ Martin J. Lyons, Jr.

  Name:   Martin J. Lyons, Jr.
  Title:   Senior Vice President and Chief Financial Officer

The Bank of New York Mellon Trust Company, N.A., as Trustee

By:  

/s/ J. Bartolini

  Name:   J. Bartolini
  Title:   Vice President

 

15

Exhibit 4.6

INSTRUMENT OF ASSUMPTION

Pollution Control Refunding Revenue Bonds,

1994 Series A (Illinois Power Company Project)

THIS INSTRUMENT OF ASSUMPTION, dated October 1, 2010, is entered into by AMEREN ILLINOIS COMPANY, an Illinois corporation (the “Company”).

RECITALS

 

1. Illinois Power Company, an Illinois corporation (“IP”), has heretofore entered into the Loan Agreement dated as of June 1, 1992 (the “Agreement”), by and between the Illinois Development Finance Authority (now the ILLINOIS FINANCE AUTHORITY), a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the “Issuer”) and IP, pursuant to which IP is obligated to make certain payments related to the Pollution Control Refunding Revenue Bonds, 1994 Series A (Illinois Power Company Project) issued by the Issuer under the Indenture of Trust dated as of June 1, 1992 (as heretofore and hereafter amended or supplemented, the “Indenture”), with Continental Bank, National Association (succeeded in interest by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”).

 

2. On the date hereof, IP merged into the Company.

 

3. Pursuant to the Agreement and Plan of Merger dated April 13, 2010 among Central Illinois Public Service Company (now the Company), Central Illinois Light Company and IP, and Section 11.50 of the Illinois Business Corporation Act of 1983, the Company became responsible and liable for all the liabilities and obligations of IP when the merger became effective.

 

4. This Instrument of Assumption is being executed pursuant to Section 5.6 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of IP under the Agreement.

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.

 

  AMEREN ILLINOIS COMPANY
  By  

/s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.

   Title: Senior Vice President and Chief Financial Officer

Exhibit 4.7

INSTRUMENT OF ASSUMPTION

Pollution Control Revenue Refunding Bonds,

1998 Series A (Illinois Power Company Project)

THIS INSTRUMENT OF ASSUMPTION, dated October 1, 2010, is entered into by AMEREN ILLINOIS COMPANY, an Illinois corporation (the “Company”).

RECITALS

 

1. Illinois Power Company, an Illinois corporation (“IP”), has heretofore entered into the Loan Agreement dated as of March 1, 1998 (the “Agreement”), by and between the Illinois Development Finance Authority (now the ILLINOIS FINANCE AUTHORITY), a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the “Issuer”) and IP, pursuant to which IP is obligated to make certain payments related to the Pollution Control Revenue Refunding Bonds, 1998 Series A (Illinois Power Company Project) issued by the Issuer under the Indenture of Trust dated as of March 1, 1998 (as heretofore and hereafter amended or supplemented, the “Indenture”), with Harris Trust and Savings Bank (succeeded in interest by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”).

 

2. On the date hereof, IP merged into the Company.

 

3. As required by Section 5.5 of the Agreement, (a) such merger is permitted under the Company Indenture (as defined in the Indenture), (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such merger and the assumption contained herein complies with Section 5.5 of the Agreement, and (c)(A) the surviving legal entity is organized and existing under the laws of the State of Illinois and is qualified to do business in the State of Illinois and (B) no event which constitutes, or which with the giving of notice or the lapse of time or both would constitute an Event of Default Company has occurred and is continuing immediately after such merger.

 

4. Pursuant to the Agreement and Plan of Merger dated April 13, 2010 among Central Illinois Public Service Company (now the Company), Central Illinois Light Company and IP, and Section 11.50 of the Illinois Business Corporation Act of 1983, the Company became responsible and liable for all the liabilities and obligations of IP when the merger became effective.

 

5. This Instrument of Assumption is being executed pursuant to Section 5.5 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of IP under the Agreement and the Mortgage Bonds (as defined in the Indenture).


IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.

AMEREN ILLINOIS COMPANY

 

  By  

/s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.

   Title: Senior Vice President and Chief Financial Officer

 

2

Exhibit 4.8

INSTRUMENT OF ASSUMPTION

Pollution Control Revenue Refunding Bonds,

1998 Series B (Illinois Power Company Project)

THIS INSTRUMENT OF ASSUMPTION, dated October 1, 2010, is entered into by AMEREN ILLINOIS COMPANY, an Illinois corporation (the “Company”).

RECITALS

 

1. Illinois Power Company, an Illinois corporation (“IP”), has heretofore entered into the Loan Agreement dated as of March 1, 1998 (the “Agreement”), by and between the Illinois Development Finance Authority (now the ILLINOIS FINANCE AUTHORITY), a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the “Issuer”) and IP, pursuant to which IP is obligated to make certain payments related to the Pollution Control Revenue Refunding Bonds, 1998 Series B (Illinois Power Company Project) issued by the Issuer under the Indenture of Trust dated as of March 1, 1998 (as heretofore and hereafter amended or supplemented, the “Indenture”), with Harris Trust and Savings Bank (succeeded in interest by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”).

 

2. On the date hereof, IP merged into the Company.

 

3. As required by Section 5.5 of the Agreement, (a) such merger is permitted under the Company Indenture (as defined in the Indenture), (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such merger and the assumption contained herein complies with Section 5.5 of the Agreement, and (c)(A) the surviving legal entity is organized and existing under the laws of the State of Illinois and is qualified to do business in the State of Illinois and (B) no event which constitutes, or which with the giving of notice or the lapse of time or both would constitute an Event of Default Company has occurred and is continuing immediately after such merger.

 

4. Pursuant to the Agreement and Plan of Merger dated April 13, 2010 among Central Illinois Public Service Company (now the Company), Central Illinois Light Company and IP, and Section 11.50 of the Illinois Business Corporation Act of 1983, the Company became responsible and liable for all the liabilities and obligations of IP when the merger became effective.

 

5. This Instrument of Assumption is being executed pursuant to Section 5.5 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of IP under the Agreement and the Mortgage Bonds (as defined in the Indenture).


IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.

AMEREN ILLINOIS COMPANY

 

  By  

/s/ Martin J. Lyons, Jr.

  Name: Martin J. Lyons, Jr.

   Title: Senior Vice President and Chief Financial Officer

Address: One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, MO 63103

Exhibit 4.9

WHEN RECORDED MAIL TO:

Ameren Illinois Company

Craig W. Stensland

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, MO 63103

AMEREN ILLINOIS COMPANY

(SUCCESSOR TO ILLINOIS POWER COMPANY)

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

AS SUCCESSOR TRUSTEE TO

HARRIS TRUST AND SAVINGS BANK

 

 

SUPPLEMENTAL INDENTURE

DATED AS OF OCTOBER 1, 2010

TO

GENERAL MORTGAGE INDENTURE AND DEED OF TRUST

DATED AS OF NOVEMBER 1, 1992

 

 

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Ameren Illinois Company c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

 

 


IP Mortgage Merger Supplemental Indenture

SUPPLEMENTAL INDENTURE dated as of October 1, 2010 (“this Supplemental Indenture”), made by and between AMEREN ILLINOIS COMPANY (formerly named Central Illinois Public Service Company (“CIPS”) and successor to Illinois Power Company (“IP”) pursuant to the Merger, as defined below), a corporation organized and existing under the laws of the State of Illinois (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, as successor trustee to Harris Trust and Savings Bank, a corporation organized and existing under the laws of the State of Illinois, as Trustee (the “Trustee”) under the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, hereinafter mentioned, party of the second part;

WHEREAS , IP 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 and supplemented (the “Indenture”), to the Trustee, for the security of the Bonds 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 Mortgage Bonds of the series issued thereunder and respectively identified opposite such dates:

 

DATE OF

SUPPLEMENTAL

INDENTURE

  

IDENTIFICATION OF SERIES

  

CALLED

February 15, 1993

   8% Series due 2023 (redeemed)    Bonds of the 2023 Series

March 15, 1993

   6  1 / 8 % Series due 2000 (paid at maturity)    Bonds of the 2000 Series

March 15, 1993

   6  3 / 4 % Series due 2005 (paid at maturity)    Bonds of the 2005 Series

July 15, 1993

   7  1 / 2 % Series due 2025 (redeemed)    Bonds of the 2025 Series

August 1, 1993

   6  1 / 2 % Series due 2003 (paid at maturity)    Bonds of the 2003 Series

October 15, 1993

   5  5 / 8 % Series due 2000 (paid at maturity)    Bonds of the Second 2000 Series

November 1, 1993

   Pollution Control Series M (redeemed)    Bonds of the Pollution Control Series M

November 1, 1993

   Pollution Control Series N (redeemed)    Bonds of the Pollution Control Series N

November 1, 1993

   Pollution Control Series O (redeemed)    Bonds of the Pollution Control Series O

April 1, 1997

   Pollution Control Series P (retired)    Bonds of the Pollution Control Series P

April 1, 1997

   Pollution Control Series Q (retired)    Bonds of the Pollution Control Series Q

April 1, 1997

   Pollution Control Series R (retired)    Bonds of the Pollution Control Series R


DATE OF

SUPPLEMENTAL

INDENTURE

  

IDENTIFICATION OF SERIES

  

CALLED

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 (paid at maturity)    Bonds of the 2002 Series

September 15, 1998

   6% Series due 2003 (paid at maturity)    Bonds of the Second 2003 Series

June 15, 1999

   7.50% Series due 2009 (paid at maturity)    Bonds of the 2009 Series

July 15, 1999

   Pollution Control Series U    Bonds of the Pollution Control Series U

July 15, 1999

   Pollution Control Series V (redeemed)    Bonds of the Pollution Control Series V

May 1, 2001

   Pollution Control Series W (retired)    Bonds of the Pollution Control Series W

May 1, 2001

   Pollution Control Series X (retired)    Bonds of the Pollution Control Series X

July 1, 2002

   10  5 / 8 % Series due 2007 (not issued)    Bonds of the 2007 Series

July 1, 2002

   10  5 / 8 % Series due 2012 (not issued)    Bonds of the 2012 Series

December 15, 2002

   11.50% Series due 2010 (redeemed)    Bonds of the 2010 Series

June 1, 2006

   Mortgage Bonds, Senior Notes Series AA    Bonds of Series AA

August 1, 2006

   Mortgage Bonds, 2006 Credit Agreement Series Bonds (retired)    2006 Credit Agreement Series Bonds

March 1, 2007

   Mortgage Bonds, 2007 Credit Agreement Series Bonds (retired)    2007 Credit Agreement Series Bonds

November 15, 2007

   Mortgage Bonds, Senior Notes Series BB    Bonds of Series BB

April 1, 2008

   Mortgage Bonds, Senior Notes Series CC    Bonds of Series CC

October 1, 2008

   Mortgage Bonds, Senior Notes Series DD    Bonds of Series DD

June 15, 2009

   Mortgage Bonds, 2009 Credit Agreement Series Bonds    2009 Credit Agreement Series Bonds

and

WHEREAS , a supplemental indenture with respect to the Bonds of the 2007 Series and the Bonds of the 2012 Series listed above was executed and filed but such Bonds of the 2007 Series and Bonds of the 2012 Series were never issued and a release with respect to such supplemental indenture was subsequently executed and filed; and

 

2


WHEREAS , subject to the provisions thereof, Section 13.01 of the Indenture permits, among other things, the merger of IP into any corporation organized and existing under the laws of any State of the United States of America that executes and delivers to the Trustee an indenture supplemental to the Indenture, in form recordable and satisfactory to the Trustee which

(i) in the case of a merger, contains an assumption by the Successor Corporation of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Bonds then Outstanding and the performance and observance of every covenant and condition of the Indenture to be performed or observed by IP, and

(ii) in the case of a merger, contains a grant, conveyance, transfer and mortgage by the Successor Corporation, of the same tenor of the Granting Clause of the Indenture:

(A) confirming the Lien of the Indenture on the Mortgaged Property (as constituted immediately prior to the time such merger became effective) and subjecting to the Lien of the Indenture all property, real, personal and mixed, thereafter acquired by the Successor Corporation which shall constitute an improvement, extension or addition to the Mortgaged Property (as so constituted) or a renewal, replacement or substitution of or for any part thereof, and

(B) at the election of the Successor Corporation, subjecting to the Lien of the Indenture such property, real, personal or mixed, in addition to the property described in subclause (A) above, then owned or thereafter acquired by the Successor Corporation as the Successor Corporation shall, in its sole discretion, specify or describe therein; and

WHEREAS , Section 13.01(b) of the Indenture further provides that the Lien confirmed or created by such grant, conveyance, transfer and mortgage shall have force, effect and standing similar to those which the Lien of the Indenture would have had if IP had not been a party to such merger and had itself, after the time such merger became effective, purchased, constructed or otherwise acquired the property subject to such grant, conveyance, transfer and mortgage.

WHEREAS , as of 12:01 a.m. Central Time (the “Effective Time”) on the date hereof, pursuant to the Agreement and Plan of Merger dated as of April 13, 2010 among CIPS, IP and Central Illinois Light Company (“CILCO”), IP and CILCO were merged into the Company (the “Merger”) whereby the Company is the surviving corporation; and

WHEREAS , the Merger is upon such terms as shall fully preserve in all material respects the Lien and security of the Indenture and the rights and powers of the Trustee and the Holders of the Bonds thereunder; and

WHEREAS , subject to the provisions thereof, Section 13.02 of the Indenture provides, among other things, that upon any merger in accordance with Section 13.01 of the Indenture, the Successor Corporation, shall succeed to, and be substituted for, and may exercise every power and right of, IP under the Indenture with the same effect as if such Successor Corporation, had been named as the “Company” therein, and

WHEREAS , subject to the provisions thereof, Section 13.03 of the Indenture provides, among other things, that unless, in the case of a merger contemplated by Section 13.01 of the Indenture, the indenture supplemental to the Indenture contemplated in clause (ii) of Section 13.01(b), or any other indenture, contains a grant, conveyance and mortgage by the Successor Corporation as described in subclause (B) thereof, neither the Indenture nor such supplemental indenture shall become or be required to become or be a Lien upon any of the properties then owned or thereafter acquired by the Successor Corporation, except properties acquired from IP in or as a result of such merger and improvements, extensions and additions to such properties and renewals, replacements and substitutions of or for any part or parts of such properties; and

WHEREAS , the Company hereby elects to subject to the Lien of the Indenture certain property owned by CIPS immediately prior to the Merger and certain property acquired by the Company after the Merger; and

WHEREAS , the Company desires to create three new series of Bonds to be issued under the Indenture to be known as “Mortgage Bonds, Senior Notes Series CIPS-AA” (the “Series CIPS-AA Mortgage Bonds”), “Mortgage Bonds, Senior Notes Series CIPS-BB” (the “Series CIPS-BB Mortgage Bonds”), and “Mortgage Bonds, Senior Notes Series CIPS-CC” (the “Series CIPS-CC Mortgage Bonds”); and

 

3


WHEREAS , IP has entered into an Indenture dated as of June 1, 2006 (as amended and supplemented, the “Senior Note Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Note Trustee”), providing for the issuance from time to time of senior notes thereunder, and the Company has succeeded to the rights and obligations of IP under the Senior Note Indenture; and

WHEREAS , the Company desires by this Supplemental Indenture to issue to the Senior Note Trustee the Series CIPS-AA Mortgage Bonds as security for $60,000,000 aggregate principal amount of the Company’s Senior Notes Series CIPS-AA (the “Series CIPS-AA Notes”), the Series CIPS-BB Mortgage Bonds as security for $150,000,000 aggregate principal amount of the Company’s Senior Notes Series CIPS-BB (the “Series CIPS-BB Notes”), and the Series CIPS-CC Mortgage Bonds as security for $61,500,000 aggregate principal amount of the Company’s Senior Notes Series CIPS-CC (the “Series CIPS-CC Notes”) to be issued under the Senior Note Indenture; 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 this 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 to secure the payment of the principal of, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar paid to the Company by the Trustee and pursuant to Section 13.01 of the Indenture, the Company does hereby grant, bargain, sell, release, convey, quitclaim, assign, transfer, mortgage, pledge, set over and confirm unto the Trustee, and to its successors in trust and to its assigns, (a) the Mortgaged Property (as constituted immediately prior to the Effective Time), (b) all equipment and fixtures (other than Excepted Property, which is expressly excepted and excluded from the Lien of the Indenture) that were owned by CIPS immediately prior to the Effective Time and were of the same kind and character as the Mortgaged Property immediately prior to the Effective Time, and (c) all property, real, personal and mixed, acquired by the Company after the Effective Time (other than Excepted Property, which is expressly excepted and excluded from the Lien of the Indenture) which constitutes an improvement, extension or addition to the Mortgaged Property (as so constituted) or a renewal, replacement or substitution of or for any part thereof, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof.

EXPRESSLY EXCEPTING any properties owned by CILCO immediately prior to the Merger and any other properties, whether now owned or hereafter acquired by the Company, that are not specifically described in clauses (a), (b) or (c) of the foregoing granting clause of this Supplemental Indenture.

TO HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever,

 

4


SUBJECT, HOWEVER , to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Prior Mortgage, the Lien of the Indenture shall at all times be junior and subordinate to the Lien of such Prior Mortgage;

BUT IN TRUST, NEVERTHELESS , for the equal and proportionate benefit and security of all present and future holders of the Bonds and any coupons issued and to be issued thereunder and secured by the Lien of the Indenture, and to secure the payment of the principal of, premium, if any, and interest on the Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance of the Company, of, and its compliance with, the covenants and conditions of the Indenture without any preference, priority or distinction of any one Bond over any other Bond by reason of priority in the issue or negotiation thereof or otherwise.

PROVIDED, HOWEVER , that if, after the right, title and interest of the Trustee in and to the Mortgaged Property shall have ceased and become void in accordance with Article Nine, then and in that case the Indenture and the estate and rights thereby granted shall cease, terminate and be void, and the Trustee shall cancel and discharge the Indenture and execute and deliver to the Company such instruments as the Company shall require to evidence the discharge thereof; otherwise the Indenture shall be and remain in full force and effect; and

IT IS HEREBY COVENANTED AND AGREED , by and between the Company and the Trustee, that all Bonds and coupons, if any, are to be authenticated, delivered and issued, and that all Mortgaged Property 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 successor and assigns, hereby covenants and agrees to and with the Trustee and its successors in trust under the Indenture, for the benefit of those who shall hold Bonds, as follows:

ARTICLE I

ASSUMPTION OF INDENTURE

Section 1.  Assumption by Company . As of the date hereof, pursuant to Sections 13.01 and 14.01(a)(i) of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all of the Bonds then Outstanding and the performance and observance of every covenant and condition of the Indenture to be performed or observed by IP.

Section 2.  Company Substituted . On and after the date hereof, pursuant to Sections 13.02 and 14.01(a)(i) of the Indenture, the Company shall succeed to, and be substituted for, and may exercise every right and power of, IP under the Indenture with the same effect as if the Company had been named as the “Company” in the Indenture.

ARTICLE II

DESCRIPTION OF THE SERIES CIPS-AA MORTGAGE BONDS

Section 1. The Company hereby creates a new series of Bonds to be known as “Mortgage Bonds, Senior Notes Series CIPS-AA” (the “Series CIPS-AA Mortgage Bonds”). The Series CIPS-AA Mortgage 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 Series CIPS-AA Mortgage Bonds shall be issued in the name of the Senior Note Trustee under the Senior Note Indenture to secure any and all of the Company’s obligations under the Series CIPS-AA Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture.

 

5


The Series CIPS-AA Mortgage Bonds shall be dated as provided in Section 3.03 of Article Three of the Indenture. The Series CIPS-AA Mortgage Bonds shall mature on December 15, 2028, shall accrue interest from the dates set forth in the Series CIPS-AA Notes and shall bear interest at the same rate of interest as the Series CIPS-AA Notes. Interest on the Series CIPS-AA Mortgage Bonds is payable on the same dates as interest on the Series CIPS-AA Notes is paid, until the principal sum is paid in full.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Series CIPS-AA Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, the Series CIPS-AA Mortgage Bonds in a principal amount equal to the principal amount of such Series CIPS-AA Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-AA Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the Series CIPS-AA Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the Series CIPS-AA Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

Section 2. The Series CIPS-AA Mortgage Bonds and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF BOND]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE INDENTURE DATED AS OF JUNE 1, 2006, BETWEEN AMEREN ILLINOIS COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

MORTGAGE BOND, SENIOR NOTES SERIES CIPS-AA

 

No.   $60,000,000

AMEREN ILLINOIS 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 The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Note Trustee”) under the Indenture dated as of June 1, 2006 (the “Senior Note Indenture”), relating to the Company’s Senior Notes Series CIPS-AA (the “Senior Notes”) in the aggregate principal amount of $60,000,000, between the Company and the Senior Note Trustee, or registered assigns, the principal sum of $60,000,000 on December 15, 2028, 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 the date of issuance (and thereafter from the dates set forth in the Senior Notes), and at the same rate of interest as the Senior Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the Senior Notes. Interest on this Mortgage Bond is payable on the same dates as interest on the Senior Notes is paid, until the principal sum of this Mortgage Bond is paid in full. Pursuant to Article IV of the Senior Note Indenture, this Mortgage Bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any, or interest on, the Senior Notes shall constitute payments on this Mortgage Bond as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Mortgage Bond has been issued. Both the principal of, premium, if any, and the interest on, this Mortgage Bond are payable at the office of the Senior Note Trustee.

 

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Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, a principal amount of this Mortgage Bond equal to the principal amount of such Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

For purposes of Section 4.09 of the Senior Note Indenture, this Mortgage Bond shall be deemed to be the “Related Series of Senior Note Mortgage Bonds” in respect of the Senior Notes.

This 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 The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this 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.

IN WITNESS WHEREOF, Ameren Illinois Company has caused this Mortgage Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof.

Dated:

 

AMEREN ILLINOIS COMPANY
By:  

 

  AUTHORIZED EXECUTIVE OFFICER

 

ATTEST:
By:  

 

  AUTHORIZED EXECUTIVE OFFICER

 

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[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Mortgage Bonds of the series designated therein referred to in the within mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as successor trustee to

Harris Trust and Savings Bank,

TRUSTEE,

 

By:  

 

AUTHORIZED SIGNATORY

[FORM OF REVERSE OF BOND]

This Mortgage Bond is one of a duly authorized issue of Mortgage Bonds of the Company (the “Mortgage 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 Illinois Power Company (now the Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank (the “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 Mortgage Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Mortgage Bonds are, and are to be, secured. The Mortgage 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 Mortgage Bond is one of a series designated as the Series CIPS-AA Mortgage 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 October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture.

This Series CIPS-AA Mortgage Bond is subject to redemption in accordance with the terms of the Supplemental Indenture of October 1, 2010.

This Mortgage Bond shall be governed by and construed in accordance with the laws of the State of Illinois, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Mortgage 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 III

REDEMPTION

Section 1. The Series CIPS-AA Mortgage Bonds are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Series CIPS-AA Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any Series CIPS-AA Notes prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the Series CIPS-AA Mortgage Bonds in principal amount corresponding to the Series CIPS-AA Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Trustee notice of any such redemption of the Series CIPS-AA Notes on or before the date fixed for any such redemption.

 

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Section 2. Upon the occurrence of an Event of Default under the Senior Note Indenture (as defined therein) and the acceleration of the Series CIPS-AA Notes, the Series CIPS-AA Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “CIPS-AA Redemption Demand”) from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Series CIPS-AA Notes specifying the last date to which interest on such Series CIPS-AA Notes has been paid (such date being hereinafter referred to as the “CIPS-AA Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-AA Mortgage Bonds. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-AA Mortgage Bonds by the Senior Note Trustee to the Trustee, the Series CIPS-AA Mortgage Bonds shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the CIPS-AA Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the Series CIPS-AA Notes pursuant to the last paragraph of Section 8.01(a) of the Senior Note Indenture, then any CIPS-AA Redemption Demand shall thereby be deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE IV

ISSUE OF THE SERIES CIPS-AA MORTGAGE BONDS

Section 1. The Company hereby exercises the right to obtain the authentication of $60,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which shall be Series CIPS-AA Mortgage Bonds. The principal amount of the Series CIPS-AA Mortgage Bonds outstanding from time to time shall always be equal to the principal amount of the Series CIPS-AA Notes which are outstanding from time to time under the Senior Note Indenture and to the extent the Senior Note Trustee holds Series CIPS-AA Mortgage Bonds in excess of such principal amount, such Series CIPS-AA Mortgage Bonds shall be deemed cancelled and retired and no longer outstanding under the Indenture.

Section 2. Such Series CIPS-AA Mortgage Bonds may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.

Section 3. For purposes of Section 4.09 of the Senior Note Indenture, the Series CIPS-AA Mortgage Bonds shall be deemed to be the “Related Series of Senior Notes Mortgage Bonds” in respect of the Series CIPS-AA Notes.

ARTICLE V

DESCRIPTION OF THE SERIES CIPS-BB MORTGAGE BONDS

Section 1. The Company hereby creates a new series of Bonds to be known as “Mortgage Bonds, Senior Notes Series CIPS-BB” (the “Series CIPS-BB Mortgage Bonds”). The Series CIPS-BB Mortgage 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 Series CIPS-BB Mortgage Bonds shall be issued in the name of the Senior Note Trustee under the Senior Note Indenture to secure any and all of the Company’s obligations under the Series CIPS-BB Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture.

The Series CIPS-BB Mortgage Bonds shall be dated as provided in Section 3.03 of Article Three of the Indenture. The Series CIPS-BB Mortgage Bonds shall mature on June 15, 2011, shall accrue interest from the dates set forth in the Series CIPS-BB Notes and shall bear interest at the same rate of interest as the Series CIPS-BB Notes. Interest on the Series CIPS-BB Mortgage Bonds is payable on the same dates as interest on the Series CIPS-BB Notes is paid, until the principal sum is paid in full.

 

9


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Series CIPS-BB Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, the Series CIPS-BB Mortgage Bonds in a principal amount equal to the principal amount of such Series CIPS-BB Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-BB Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the Series CIPS-BB Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the Series CIPS-BB Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

Section 2. The Series CIPS-BB Mortgage Bonds and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF BOND]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE INDENTURE DATED AS OF JUNE 1, 2006, BETWEEN AMEREN ILLINOIS COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

MORTGAGE BOND, SENIOR NOTES SERIES CIPS-BB

 

No.   $150,000,000

AMEREN ILLINOIS 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 The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Note Trustee”) under the Indenture dated as of June 1, 2006 (the “Senior Note Indenture”), relating to the Company’s Senior Notes Series CIPS-BB (the “Senior Notes”) in the aggregate principal amount of $150,000,000, between the Company and the Senior Note Trustee, or registered assigns, the principal sum of $150,000,000 on June 15, 2011, 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 the date of issuance (and thereafter from the dates set forth in the Senior Notes), and at the same rate of interest as the Senior Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the Senior Notes. Interest on this Mortgage Bond is payable on the same dates as interest on the Senior Notes is paid, until the principal sum of this Mortgage Bond is paid in full. Pursuant to Article IV of the Senior Note Indenture, this Mortgage Bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any, or interest on, the Senior Notes shall constitute payments on this Mortgage Bond as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Mortgage Bond has been issued. Both the principal of, premium, if any, and the interest on, this Mortgage Bond are payable at the office of the Senior Note Trustee.

 

10


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, a principal amount of this Mortgage Bond equal to the principal amount of such Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

For purposes of Section 4.09 of the Senior Note Indenture, this Mortgage Bond shall be deemed to be the “Related Series of Senior Note Mortgage Bonds” in respect of the Senior Notes.

This 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 The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this 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.

IN WITNESS WHEREOF, Ameren Illinois Company has caused this Mortgage Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof.

 

Dated:      
      AMEREN ILLINOIS COMPANY
      By:  

 

        AUTHORIZED EXECUTIVE OFFICER
ATTEST:      
By:  

 

     
  AUTHORIZED EXECUTIVE OFFICER      

 

11


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Mortgage Bonds of the series designated therein referred to in the within mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as successor trustee to

Harris Trust and Savings Bank,

TRUSTEE,

 

By:    
  AUTHORIZED SIGNATORY

[FORM OF REVERSE OF BOND]

This Mortgage Bond is one of a duly authorized issue of Mortgage Bonds of the Company (the “Mortgage 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 Illinois Power Company (now the Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank (the “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 Mortgage Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Mortgage Bonds are, and are to be, secured. The Mortgage 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 Mortgage Bond is one of a series designated as the Series CIPS-BB Mortgage 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 October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture.

This Series CIPS-BB Mortgage Bond is subject to redemption in accordance with the terms of the Supplemental Indenture of October 1, 2010.

This Mortgage Bond shall be governed by and construed in accordance with the laws of the State of Illinois, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Mortgage 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 VI

REDEMPTION

Section 1. The Series CIPS-BB Mortgage Bonds are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Series CIPS-BB Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any Series CIPS-BB Notes prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the Series CIPS-BB Mortgage Bonds in principal amount corresponding to the Series CIPS-BB Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Trustee notice of any such redemption of the Series CIPS-BB Notes on or before the date fixed for any such redemption.

 

12


Section 2. Upon the occurrence of an Event of Default under the Senior Note Indenture (as defined therein) and the acceleration of the Series CIPS-BB Notes, the Series CIPS-BB Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “CIPS-BB Redemption Demand”) from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Series CIPS-BB Notes specifying the last date to which interest on such Series CIPS-BB Notes has been paid (such date being hereinafter referred to as the “CIPS-BB Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-BB Mortgage Bonds. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-BB Mortgage Bonds by the Senior Note Trustee to the Trustee, the Series CIPS-BB Mortgage Bonds shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the CIPS-BB Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the Series CIPS-BB Notes pursuant to the last paragraph of Section 8.01(a) of the Senior Note Indenture, then any CIPS-BB Redemption Demand shall thereby be deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE VII

ISSUE OF THE SERIES CIPS-BB MORTGAGE BONDS.

Section 1. The Company hereby exercises the right to obtain the authentication of $150,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which shall be Series CIPS-BB Mortgage Bonds. The principal amount of the Series CIPS-BB Mortgage Bonds outstanding from time to time shall always be equal to the principal amount of the Series CIPS-BB Notes which are outstanding from time to time under the Senior Note Indenture and to the extent the Senior Note Trustee holds Series CIPS-BB Mortgage Bonds in excess of such principal amount, such Series CIPS-BB Mortgage Bonds shall be deemed cancelled and retired and no longer outstanding under the Indenture.

Section 2. Such Series CIPS-BB Mortgage Bonds may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.

Section 3. For purposes of Section 4.09 of the Senior Note Indenture, the Series CIPS-BB Mortgage Bonds shall be deemed to be the “Related Series of Senior Notes Mortgage Bonds” in respect of the Series CIPS-BB Notes.

ARTICLE VIII

DESCRIPTION OF THE SERIES CIPS-CC MORTGAGE BONDS

Section 1. The Company hereby creates a new series of Bonds to be known as “Mortgage Bonds, Senior Notes Series CIPS-CC” (the “Series CIPS-CC Mortgage Bonds”). The Series CIPS-CC Mortgage 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 Series CIPS-CC Mortgage Bonds shall be issued in the name of the Senior Note Trustee under the Senior Note Indenture to secure any and all of the Company’s obligations under the Series CIPS-CC Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture.

The Series CIPS-CC Mortgage Bonds shall be dated as provided in Section 3.03 of Article Three of the Indenture. The Series CIPS-CC Mortgage Bonds shall mature on June 15, 2036, shall accrue interest from the dates set forth in the Series CIPS-CC Notes and shall bear interest at the same rate of interest as the Series CIPS-CC Notes. Interest on the Series CIPS-CC Mortgage Bonds is payable on the same dates as interest on the Series CIPS-CC Notes is paid, until the principal sum is paid in full.

 

13


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Series CIPS-CC Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, the Series CIPS-CC Mortgage Bonds in a principal amount equal to the principal amount of such Series CIPS-CC Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Series CIPS-CC Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the Series CIPS-CC Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the Series CIPS-CC Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

Section 2. The Series CIPS-CC Mortgage Bonds and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF BOND]

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE INDENTURE DATED AS OF JUNE 1, 2006, BETWEEN AMEREN ILLINOIS COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE

AMEREN ILLINOIS COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C.         

MORTGAGE BOND, SENIOR NOTES SERIES CIPS-CC

 

No.   $61,500,000

AMEREN ILLINOIS 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 The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Note Trustee”) under the Indenture dated as of June 1, 2006 (the “Senior Note Indenture”), relating to the Company’s Senior Notes Series CIPS-CC (the “Senior Notes”) in the aggregate principal amount of $61,500,000, between the Company and the Senior Note Trustee, or registered assigns, the principal sum of $61,500,000 on June 15, 2036, 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 the date of issuance (and thereafter from the dates set forth in the Senior Notes), and at the same rate of interest as the Senior Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the Senior Notes. Interest on this Mortgage Bond is payable on the same dates as interest on the Senior Notes is paid, until the principal sum of this Mortgage Bond is paid in full. Pursuant to Article IV of the Senior Note Indenture, this Mortgage Bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any, or interest on, the Senior Notes shall constitute payments on this Mortgage Bond as further provided herein and in the Supplemental Indenture of October 1, 2010 (as hereinafter defined) pursuant to which this Mortgage Bond has been issued. Both the principal of, premium, if any, and the interest on, this Mortgage Bond are payable at the office of the Senior Note Trustee.

 

14


Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, a principal amount of this Mortgage Bond equal to the principal amount of such Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

For purposes of Section 4.09 of the Senior Note Indenture, this Mortgage Bond shall be deemed to be the “Related Series of Senior Note Mortgage Bonds” in respect of the Senior Notes.

This 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 The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

The provisions of this 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.

IN WITNESS WHEREOF, Ameren Illinois Company has caused this Mortgage Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof.

 

Dated:      
      AMEREN ILLINOIS COMPANY
      By:  

 

        AUTHORIZED EXECUTIVE OFFICER
ATTEST:      
By:  

 

     
  AUTHORIZED EXECUTIVE OFFICER      

 

15


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Mortgage Bonds of the series designated therein referred to in the within mentioned Indenture and the Supplemental Indenture dated as of October 1, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as successor trustee to

Harris Trust and Savings Bank,

TRUSTEE,

 

By:

 

 

  AUTHORIZED SIGNATORY

[FORM OF REVERSE OF BOND]

This Mortgage Bond is one of a duly authorized issue of Mortgage Bonds of the Company (the “Mortgage 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 Illinois Power Company (now the Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank (the “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 Mortgage Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Mortgage Bonds are, and are to be, secured. The Mortgage 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 Mortgage Bond is one of a series designated as the Series CIPS-CC Mortgage 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 October 1, 2010 (the “Supplemental Indenture of October 1, 2010” ), between the Company and the Trustee, supplemental to the Indenture.

This Series CIPS-CC Mortgage Bond is subject to redemption in accordance with the terms of the Supplemental Indenture of October 1, 2010.

This Mortgage Bond shall be governed by and construed in accordance with the laws of the State of Illinois, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Mortgage 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 IX

REDEMPTION

Section 1. The Series CIPS-CC Mortgage Bonds are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Series CIPS-CC Notes, and except as set forth in Section 2 of this Article.

In the event that the Company redeems any Series CIPS-CC Notes prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the Series CIPS-CC Mortgage Bonds in principal amount corresponding to the Series CIPS-CC Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Trustee notice of any such redemption of the Series CIPS-CC Notes on or before the date fixed for any such redemption.

 

16


Section 2. Upon the occurrence of an Event of Default under the Senior Note Indenture (as defined therein) and the acceleration of the Series CIPS-CC Notes, the Series CIPS-CC Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a “Redemption Demand”) from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Series CIPS-CC Notes specifying the last date to which interest on such Series CIPS-CC Notes has been paid (such date being hereinafter referred to as the “Initial Interest Accrual Date”) and demanding redemption of the Series CIPS-CC Mortgage Bonds. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the Series CIPS-CC Mortgage Bonds by the Senior Note Trustee to the Trustee, the Series CIPS-CC Mortgage Bonds shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the Initial Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration of the Series CIPS-CC Notes pursuant to the last paragraph of Section 8.01(a) of the Senior Note Indenture, then any Redemption Demand shall thereby be deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE X

ISSUE OF THE SERIES CIPS-CC MORTGAGE BONDS

Section 1. The Company hereby exercises the right to obtain the authentication of $61,500,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which shall be Series CIPS-CC Mortgage Bonds. The principal amount of the Series CIPS-CC Mortgage Bonds outstanding from time to time shall always be equal to the principal amount of the Series CIPS-CC Notes which are outstanding from time to time under the Senior Note Indenture and to the extent the Senior Note Trustee holds Series CIPS-CC Mortgage Bonds in excess of such principal amount, such Series CIPS-CC Mortgage Bonds shall be deemed cancelled and retired and no longer outstanding under the Indenture.

Section 2. Such Series CIPS-CC Mortgage Bonds may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.

Section 3. For purposes of Section 4.09 of the Senior Note Indenture, the Series CIPS-CC Mortgage Bonds shall be deemed to be the “Related Series of Senior Notes Mortgage Bonds” in respect of the Series CIPS-CC Notes.

ARTICLE XI

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 XII

MISCELLANEOUS PROVISIONS

Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined. 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.

 

17


IN WITNESS WHEREOF, said Ameren Illinois 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 The Bank of New York Mellon Trust Company, N.A., as successor trustee to 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 this Supplemental Indenture to be attested by its Secretary or one of its Vice Presidents; all as of October 1, 2010.

AMEREN ILLINOIS COMPANY

 

(CORPORATE SEAL)    
    By:  

    /s/ Martin J. Lyons, Jr.

      Name:   Martin J. Lyons, Jr.
      Title:   Senior Vice President and Chief Financial Officer

ATTEST:

 

By:  

    /s/ Craig W. Stensland

  Name:   Craig W. Stensland
  Title:   Assistant Secretary

 

18


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

successor trustee to

Harris Trust and Savings Bank,

TRUSTEE,

 

 
By:  

        /s/ Judy Bartolini

  Name:   Judy Bartolini
  Title:   Vice President

ATTEST:

 

By:  

    /s/ M. Callahan

  Name:   M. Callahan
  Title:   Vice President

 

19


STATE OF MISSOURI    )   
      ss.
CITY OF ST. LOUIS    )   

BE IT REMEMBERED, that on this 1st day of October, 2010, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Martin J. Lyons, Jr., Senior Vice President and Chief Financial Officer and Craig W. Stensland, Assistant Secretary, of Ameren Illinois 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 Ameren Illinois 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.

 

        /s/ Carla J. Flinn

NOTARY PUBLIC

My Commission Expires on                     

(NOTARIAL SEAL)

 

Carla J. Flinn

Notary Seal, State of

Missouri – St. Louis City

Commission #10399906

My Commission Expires 4/20/2014

 

20


STATE OF ILLINOIS    )   
      ss.
CITY OF COOK    )   

BE IT REMEMBERED, that on this 1st day of October, 2010, before me, the undersigned, a Notary Public within and for the County and State aforesaid, personally came J. Bartolini , Vice President and M. Callahan, Vice President, of The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized, incorporated and existing under the laws of the United States, 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 and delivered the said instrument as their free and voluntary act as such Vice President and Vice President, and as the free and voluntary act of said The Bank of New York Mellon Trust Company, N.A. 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.

 

        /s/ Julie Meadors

NOTARY PUBLIC, COOK COUNTY, ILLINOIS

My Commission Expires on                     

(NOTARIAL SEAL)

 

“Official Seal”

Julie Meadors

Notary Public, State of Illinois

My Commission Expires 1/7/12

 

21

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-155416-03) of Central Illinois Public Service Company of our report dated February 26, 2010 relating to the financial statements of Illinois Power Company, which is incorporated by reference in this Current Report on Form 8-K of Ameren Illinois Company dated October 7, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri

October 7, 2010

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on S-3 (No. 333-155416-03) of Central Illinois Public Service Company of our report dated February 26, 2010 relating to the financial statements of Central Illinois Light Company, which is incorporated by reference in this Current Report on Form 8-K of Ameren Illinois Company dated October 7, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri

October 7, 2010

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 1, 2010, Central Illinois Public Service Company (“CIPS”), Central Illinois Light Company (“CILCO”) and Illinois Power Company (“IP”) completed the previously announced merger whereby CILCO and IP merged with and into CIPS, with CIPS as the surviving entity (the “Merger”), pursuant to the terms of the agreement and plan of merger (the “Agreement”), dated as of April 13, 2010, among CIPS, CILCO and IP. Upon consummation of the Merger, CIPS’ name was changed to “Ameren Illinois Company” (“Ameren Illinois”) and the separate legal existence of CILCO and IP terminated. Prior to the Merger, each of CIPS, CILCO and IP was a registrant subsidiary of Ameren Corporation (“Ameren”). Immediately following the Merger, Ameren Illinois distributed all of its shares of AmerenEnergy Resources Generating Company (“AERG”) common stock to Ameren (sometimes referred to as the “AERG distribution”) with the subsequent contribution by Ameren of AERG stock to Ameren Energy Resources Company.

The following unaudited pro forma condensed combined balance sheet and statements of income presented below are based on the historical financial statements of CIPS, CILCO and IP after giving effect to the Merger of CILCO and IP with and into CIPS and the AERG distribution. The Merger and the AERG distribution represent transactions between entities under common control. In accordance with authoritative accounting guidance, assets and liabilities transferred between entities under common control are accounted for at the historical cost basis of the common parent. The unaudited pro forma condensed combined balance sheet as of June 30, 2010, gives effect to the Merger and the AERG distribution as if these events had occurred on June 30, 2010. The unaudited pro forma condensed combined statements of income for each of the years ended December 31, 2009, 2008, and 2007, and for the interim periods for the six months ended June 30, 2010, and 2009, give effect to the Merger and the AERG distribution as if these events had occurred on January 1, 2007. The unaudited pro forma condensed combined balance sheet and statements of income are for illustrative purposes only. They should not be considered indicative of actual results that would have been achieved had the Merger and the AERG distribution actually been consummated on the dates indicated and do not purport to be indicative of results of operations as of any future date or for any future period.

The unaudited pro forma condensed combined balance sheet and statements of income reflect the following actions that occurred prior to the effective time of the Merger: (i) Ameren contributed to the capital of IP, without the payment of any consideration, all of the IP preferred stock owned by Ameren; (ii) CILCO redeemed all of its outstanding preferred stock; and (iii) CIPS redeemed all of its 7.61% first mortgage bonds. Each series of outstanding debt of CIPS, CILCO and IP, except as described above, remains outstanding and governed by the indenture under which it was originally issued, except that Ameren Illinois has been substituted as the obligor under the indebtedness of CILCO and IP.

The unaudited pro forma condensed combined balance sheet and statements of income have been derived from and should be read in conjunction with:

 

   

CIPS’, CILCO’s, and IP’s historical unaudited financial statements and related notes as of and for the six months ended June 30, 2010 and 2009; and

 

   

CIPS’, CILCO’s, and IP’s historical audited financial statements and related notes as of and for the years ended December 31, 2009, 2008, and 2007.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2010

(In millions)

 

                    Pro Forma
                    Capital
Structure
Adjustments  (a)
    Push Down
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Balances
    Distribution
of AERG (g)
    Ameren
Illinois
Company,
Post-Distribution
     Historical           
     CIPS    IP    CILCO           
ASSETS                    

Current Assets:

                   

Cash and cash equivalents

   $ 113    $ 142    $ 128    $ (62   $ —        $ —        $ —        $ 321

Accounts receivable, net

     62      174      95      —          —          (14 ) (f)      (53     264

Other current assets

     195      330      183      —          —          —          (51     657
                                                           

Total current assets

     370      646      406      (62     —          (14     (104     1,242
                                                           

Property and Plant, Net

     1,255      2,478      1,771      —          (9 ) (b)      —          (975     4,520

Investments and Other Assets:

                   

Goodwill

     —        214      —        —          197   (c)      —          —          411

Regulatory assets

     228      486      163      —          —          —          —          877

Other assets

     109      68      29      —          —          —          (6     200
                                                           

Total investments and other assets

     337      768      192      —          197        —          (6     1,488
                                                           

TOTAL ASSETS

   $ 1,962    $ 3,892    $ 2,369    $ (62   $ 188      $ (14   $ (1,085   $ 7,250
                                                           
LIABILITIES AND STOCKHOLDERS’ EQUITY                    

Current Liabilities:

                   

Accounts and wages payable

   $ 88    $ 168    $ 79    $ —        $ —        $ (14 ) (f)    $ (18   $ 303

Other current liabilities

     316      284      371      —          —          —          (256     715
                                                           

Total current liabilities

     404      452      450      —          —          (14     (274     1,018
                                                           

Long-term Debt, Net

     271      1,147      279      (40     —          —          —          1,657

Other Deferred Credits and Other Liabilities

     707      837      763      —          (3 ) (d)      —          (237     2,067

Stockholders’ Equity:

                   

Common stock, no par value

     —        —        —        —          —          —          —          —  

Other paid-in capital

     257      1,349      480      33        173   (b)(c)(d)(e)      —          (310     1,982

Preferred stock not subject to mandatory redemption

     50      46      19      (53     —          —          —          62

Retained earnings

     273      58      376      (2     —          —          (262     443

Accumulated other comprehensive income

     —        3      2      —          18   (e)      —          (2     21
                                                           

Total stockholders’ equity

     580      1,456      877      (22     191        —          (574     2,508
                                                           

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,962    $ 3,892    $ 2,369    $ (62   $ 188      $ (14   $ (1,085   $ 7,250
                                                           

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2009

(In millions)

 

                     Pro Forma
                     Capital
Structure
Adjustments  (a)
    Push Down of
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Transactions
    Distribution
of AERG (e)
    Other
Adjustments
    Ameren
Illinois
Company,
Post-Distribution
    

 

Historical

             
     CIPS    IP    CILCO              

Operating Revenues:

                    

Electric

   $ 642    $ 992    $ 729      $ —        $ —        $ (3 ) (d)    $ (427   $ (f)    $ 1,934

Gas

     224      501      277        —          —          (1 ) (d)      —          —          1,001

Other

     3      11      76        —          —          (86 ) (d)      —          —          4
                                                                    

Total operating revenues

     869      1,504      1,082        —          —          (90     (427     1        2,939
                                                                    

Operating Expenses:

                    

Fuel and purchased power

     372      509      284        —          —          (1 ) (d)      (116     —          1,048

Gas purchased for resale

     143      310      189        —          —          —          —          —          642

Other operations and maintenance

     181      275      260        —          (6 ) (b)      (89 ) (d)      (76     (f)      546

Depreciation and amortization

     68      116      70        —          —          —          (38     —          216

Taxes other than income taxes

     37      64      27        —          —          —          (3     —          125
                                                                    

Total operating expenses

     801      1,274      830        —          (6     (90     (233     1        2,577
                                                                    

Operating Income

     68      230      252        —          6        —          (194     —          362

Other Income (Expenses)

     6      —        (4     —          —          —          —          —          2

Interest Charges

     29      98      41        (3     —          —          (16     —          149
                                                                    

Income Before Income Taxes

     45      132      207        3        6        —          (178     —          215

Income Taxes

     16      53      72        1        2 (c)      —          (64     —          80
                                                                    

Income from Continuing Operations

     29      79      135        2        4        —          (114     —          135

Preferred Stock Dividends

     3      2      1        (3     —          —          —          —          3
                                                                    

Income from Continuing Operations Available to Common Stockholder

   $ 26    $ 77    $ 134      $ 5      $ 4      $ —        $ (114   $ —        $ 132
                                                                    

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2008

(In millions)

 

                     Pro Forma
                     Capital
Structure
Adjustments  (a)
    Push Down of
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Transactions
    Distribution
of AERG (e)
    Other
Adjustments
    Ameren
Illinois
Company,
Post-Distribution
    

 

Historical

             
     CIPS    IP    CILCO              

Operating Revenues:

                    

Electric

   $ 720    $ 1,071    $ 771      $ —        $ —        $ (1 ) (d)    $ (342   $ 3   (f)    $ 2,222

Gas

     259      620      375        —          —          —          —          1   (f)      1,255

Other

     3      5      1        —          —          (8 ) (d)      —          —          1
                                                                    

Total operating revenues

     982      1,696      1,147        —          —          (9     (342     4        3,478
                                                                    

Operating Expenses:

                    

Fuel and purchased power

     461      654      412        —          —          —          (123     1   (f)      1,405

Gas purchased for resale

     179      452      284        —          —          (1 ) (d)      —          —          914

Other operations and maintenance

     196      318      217        —          (4 ) (b)      (7 ) (d)      (99     2   (f)      623

Depreciation and amortization

     67      102      77        —          —          —          (27     —          219

Taxes other than income taxes

     37      67      25        —          —          —          (3     —          126
                                                                    

Total operating expenses

     940      1,593      1,015        —          (4     (8     (252     3        3,287
                                                                    

Operating Income

     42      103      132        —          4        (1     (90     1        191

Other Income (Expenses)

     8      6      (3     —          —          1   (d)      —          (1 ) (f)      11

Interest Charges

     30      99      21        (3     —          —          (5     —          142
                                                                    

Income Before Income Taxes

     20      10      108        3        4        —          (85     —          60

Income Taxes

     5      5      39        1        2 (c)      —          (33     —          19
                                                                    

Income from Continuing Operations

     15      5      69        2        2        —          (52     —          41

Preferred Stock Dividends

     3      2      1        (3     —          —          —          —          3
                                                                    

Income from Continuing Operations Available to Common Stockholder

   $ 12    $ 3    $ 68      $ 5      $ 2      $ —        $ (52   $ —        $ 38
                                                                    

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

(In millions)

 

                     Pro Forma
                     Capital
Structure
Adjustments  (a)
    Push Down of
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Transactions
    Distribution
of AERG (e)
    Other
Adjustments
    Ameren
Illinois
Company,
Post-
Distribution
     Historical              
     CIPS    IP    CILCO              

Operating Revenues:

                    

Electric

   $ 772    $ 1,104    $ 681      $ —        $ —        $ (1 ) (d)    $ (283   $ 3   (f)    $ 2,276

Gas

     230      540      329        —          —          —          —          2   (f)      1,101

Other

     3      2      1        —          —          (3 ) (d)      —          —          3
                                                                    

Total operating revenues

     1,005      1,646      1,011        —          —          (4     (283     5        3,380
                                                                    

Operating Expenses:

                    

Fuel and purchased power

     527      714      351        —          —          1   (d)      (78     2   (f)      1,517

Gas purchased for resale

     157      390      237        —          —          —          —          —          784

Other operations and maintenance

     172      271      184        —          (4 ) (b)      (4 ) (d)      (74     2   (f)      547

Depreciation and amortization

     66      96      73        —          —          —          (18     —          217

Taxes other than income taxes

     34      66      23        —          —          —          (3     —          120
                                                                    

Total operating expenses

     956      1,537      868        —          (4     (3     (173     4        3,185
                                                                    

Operating Income

     49      109      143        —          4        (1     (110     1        195

Other Income (Expenses)

     14      9      (1     —          —          1   (d)      (2     (1 ) (f)      20

Interest Charges

     37      77      27        (3     —          —          (8     —          130
                                                                    

Income Before Income Taxes

     26      41      115        3        4        —          (104     —          85

Income Taxes

     9      15      39        1        2 (c)      —          (39     —          27
                                                                    

Income from Continuing Operations

     17      26      76        2        2        —          (65     —          58

Preferred Stock Dividends

     3      2      2        (2     —          —          —          —          5
                                                                    

Income from Continuing Operations Available to Common Stockholder

   $ 14    $ 24    $ 74      $ 4      $ 2      $ —        $ (65   $ —        $ 53
                                                                    

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(In millions)

 

                     Pro Forma
                     Capital
Structure
Adjustments  (a)
    Push Down of
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Transactions
    Distribution
of AERG (e)
    Ameren
Illinois
Company,
Post-Distribution
    

 

Historical

          
     CIPS    IP     CILCO           

Operating Revenues:

                  

Electric

   $ 321    $ 501      $ 319    $ —        $ —        $ (2 ) (d)    $ (176   $ 963

Gas

     123      278        148      —          —          (1 ) (d)      —          548

Other

     1      4        40      —          —          (44 ) (d)      —          1
                                                            

Total operating revenues

     445      783        507      —          —          (47     (176     1,512
                                                            

Operating Expenses:

                  

Fuel and purchased power

     174      244        155      —          —          —          (77     496

Gas purchased for resale

     79      176        104      —          —          —          —          359

Other operations and maintenance

     87      146        126      —          (3 ) (b)      (47 ) (d)      (35     274

Depreciation and amortization

     34      57        36      —          —          —          (20     107

Taxes other than income taxes

     19      34        15      —          —          —          (2     66
                                                            

Total operating expenses

     393      657        436      —          (3     (47     (134     1,302
                                                            

Operating Income

     52      126        71      —          3        —          (42     210

Other Income (Expenses)

     1      (1     1      —          —          —          (1     —  

Interest Charges

     14      45        23      (2     —          —          (10     70
                                                            

Income Before Income Taxes

     39      80        49      2        3        —          (33     140

Income Taxes

     16      32        18      1        1  (c)      —          (12     56
                                                            

Income from Continuing Operations

     23      48        31      1        2        —          (21     84

Preferred Stock Dividends

     1      1        —        (1     —          —          —          1
                                                            

Income from Continuing Operations Available to Common Stockholder

   $ 22    $ 47      $ 31    $ 2      $ 2      $ —        $ (21   $ 83
                                                            

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2009

(In millions)

 

                     Pro Forma
                     Capital
Structure
Adjustments  (a)
    Push Down of
Effects of

Purchase
Accounting
    Elimination  of
Intercompany
Transactions
    Distribution
of AERG (e)
    Other
Adjustments
    Ameren
Illinois
Company,
Post-Distribution
    

 

Historical

             
     CIPS    IP    CILCO              

Operating Revenues:

                    

Electric

   $ 328    $ 499    $ 348      $ —        $ —        $ (2 ) (d)    $ (196   $ 1  (f)    $ 978

Gas

     131      290      157        —          —          —          —          —          578

Other

     2      8      38        —          —          (44 ) (d)      —          —          4
                                                                    

Total operating revenues

     461      797      543        —          —          (46     (196     1        1,560
                                                                    

Operating Expenses:

                    

Fuel and purchased power

     200      275      133        —          —          —          (46     —          562

Gas purchased for resale

     89      191      115        —          —          —          —          —          395

Other operations and maintenance

     98      144      129        —          (2 ) (b)      (46 ) (d)      (36     1  (f)      288

Depreciation and amortization

     34      57      34        —          —          —          (18     —          107

Taxes other than income taxes

     18      34      14        —          —          —          (2     —          64
                                                                    

Total operating expenses

     439      701      425        —          (2     (46     (102     1        1,416
                                                                    

Operating Income

     22      96      118        —          2        —          (94     —          144

Other Income (Expenses)

     4      1      (3     —          —          —          —          —          2

Interest Charges

     14      52      15        (2     —          —          (3     —          76
                                                                    

Income Before Income Taxes

     12      45      100        2        2        —          (91     —          70

Income Taxes

     4      18      36        1        1  (c)      —          (35     —          25
                                                                    

Income from Continuing Operations

     8      27      64        1        1        —          (56     —          45

Preferred Stock Dividends

     1      1      —          (1     —          —          —          —          1
                                                                    

Income from Continuing Operations Available to Common Stockholder

   $ 7    $ 26    $ 64      $ 2      $ 1      $ —        $ (56   $ —        $ 44
                                                                    

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


AMEREN ILLINOIS COMPANY

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1—Basis of Presentation

On October 1, 2010, CILCO and IP were merged with and into CIPS as part of a corporate reorganization of Ameren. Upon consummation of the Merger, CIPS’ name was changed to Ameren Illinois. Immediately following the Merger, Ameren Illinois distributed all of its shares of AERG common stock to Ameren with the subsequent contribution by Ameren of AERG stock to Ameren Energy Resources Company.

CIPS, CILCO and IP, all wholly owned (as to common stock) subsidiaries of Ameren, were entities under common control. Authoritative accounting guidance requires that transactions between entities under common control be valued and recorded at the historical cost basis of the parent. Accordingly, the financial statements of the receiving entity, CIPS, will reflect the transferred assets and liabilities of CILCO and IP at the historical cost basis of the common parent, Ameren.

Ameren’s historical cost basis in CILCO included purchase accounting-related adjustments in connection with Ameren’s acquisition of all of the outstanding common stock of CILCORP Inc. (“CILCORP”) in 2003. Such purchase accounting-related adjustments were components of Ameren’s basis in CILCO. As such, purchase accounting adjustments relating to CILCO’s rate-regulated electric and gas transmission and distribution businesses, recorded at Ameren, were pushed down to the financial statements of Ameren Illinois.

The AERG distribution was accounted for as a spin-off. Ameren Illinois transferred AERG to Ameren by distributing shares of AERG common stock to Ameren based on AERG’s carrying value. Subsequent to the AERG distribution, all AERG-related activity will be presented as discontinued operations in the Ameren Illinois financial statements.

Note 2—Pro Forma Adjustments

Balance Sheet

The following adjustments in the unaudited pro forma condensed combined balance sheet reflect the impact of events that are directly attributable to the Merger and the subsequent AERG distribution, assuming the Merger and the AERG distribution occurred on June 30, 2010:

 

(a) Reflects the impact of the redemption of all of CILCO’s outstanding preferred stock, the contribution of Ameren-owned IP preferred stock without consideration, and CIPS’ redemption of its 7.61% first mortgage bonds prior to the Merger. Also, includes the payout estimate and other costs related to CIPS and IP preferred shareholders who exercised their dissenters’ rights.

 

(b) Capitalized credit relating to retirement benefit costs for CILCORP’s rate-regulated utility businesses incurred from 2004 through 2006.

 

(c) Goodwill originating from Ameren’s acquisition of CILCORP’s rate-regulated utility businesses in 2003.

 

(d) Deferred income tax balances relating to purchase accounting adjustments originating from Ameren’s acquisition of CILCORP’s rate-regulated utility businesses in 2003.

 

(e) Accumulated other comprehensive income adjustment, net of income tax, relating to retirement benefits originating from Ameren’s acquisition of CILCORP’s rate-regulated utility businesses in 2003.

 

(f) Reflects the elimination of accounts receivable and accounts payable between CIPS, CILCO and IP.


(g) This column reflects the removal of AERG’s net assets as a result of the AERG distribution that occurred immediately after the Merger.

Statements of Income

The following adjustments in the unaudited pro forma condensed combined statements of income for each of the years ended December 31, 2009, 2008, and 2007, and for the interim periods of the six months ended June 30, 2010, and 2009, reflect the impact of events that are directly attributable to the Merger and the AERG distribution assuming both occurred on January 1, 2007:

 

(a) Reflects the impact of the redemption of all of CILCO’s outstanding preferred stock, the contribution of Ameren-owned IP preferred stock without consideration, and CIPS’ redemption of its 7.61% first mortgage bonds prior to the Merger.

 

(b) Retirement benefit expense credit that originated from Ameren’s acquisition of CILCORP’s rate-regulated utility businesses in 2003.

 

(c) The income tax impact of the retirement benefit expense credit.

 

(d) Reflects the elimination of transactions between CIPS, CILCO and IP related to electricity, natural gas, shared services and other agreements.

 

(e) This column reflects the removal of AERG’s results of operations as a result of the AERG distribution that occurred immediately after the Merger.

 

(f) Reflects the reversal of the elimination of transactions between AERG and Ameren Illinois after the AERG distribution was complete. These eliminations were necessary when AERG was a subsidiary of Ameren Illinois but are not necessary after the AERG distribution.